UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~May 91, ~~2025~~2026 (April 30, 2026)

__________________________________

Commission File Number 001-07436

HSBC USA Inc.

(Exact name of registrant as specified in its charter)


Maryland						13-2764867
(State of incorporation)						(I.R.S. Employer Identification No.)
66 Hudson Boulevard, New York, New York						10001
(Address of principal executive offices)						(Zip Code)

(212) 525-5000

Registrant’s telephone number, including area code


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
$100,000,000 Zero Coupon Callable Accreting Notes due January 15, 2043	HUSI/43	New York Stock Exchange
$50,000,000 Zero Coupon Callable Accreting Notes due January 29, 2043	HUSI/43A	New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


HSBC USA INC.

Item 85.0103. ~~Other~~Amendments ~~Events~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~HSBC~~On ~~today~~April 30, ~~announced~~2026, ~~that~~the ~~its~~Board ~~U.S.~~of ~~Boards~~Directors of ~~Directors~~HSBC ~~have~~USA ~~appointed~~Inc. ~~Jason~~(the ~~Henderson~~"Board") asapproved ~~U.S.~~an ~~President~~amendment to and ~~CEO~~a restatement of its bylaws (the "Bylaws"), which were effective immediately upon such approval by the Board.

~~Jason~~The Bylaws were amended to: (i) reflect recent Operating Committee role and title changes to align with the overall organization transformation (i.e., "Chief Compliance Officer" has been ~~serving~~updated asto ~~interim~~"Head ~~CEO~~of ~~since~~Regulatory ~~August~~Compliance" ~~2025~~and "Head of Human Resources" has been updated to "Head of People"); (ii) provide clarifying language on tenure and ~~brings~~appointment ~~extensive~~of ~~leadership~~Directors ~~experience~~by ~~across~~providing ~~HSBC's~~that ~~businesses~~"[a]ppointments of non-executive directors for each term [new language in italics] shall expire on the Uthird anniversary of their appointment date or at the first annual meeting of the shareholders which falls either on or following the third anniversary from the appointment date"; and (iii) align officer titles to the global structure (i.Se., ~~UK,~~"Senior Executive Vice President" and ~~Canada~~"Executive Vice President" have been updated to "Managing Director").

~~His~~The ~~appointment~~foregoing ~~reflects~~summary ~~the~~is ~~bank's~~qualified ~~continued~~in ~~commitment~~its toentirety ~~the~~by ~~U.S.~~reference asto athe ~~core~~Bylaws, ~~market~~which ~~and~~are ~~its~~attached ~~focus~~as onExhibit ~~delivering~~3.2 ~~the~~hereto ~~full~~and ~~strength~~are ofincorporated ~~HSBC's~~by ~~global~~reference ~~network to clients~~herein.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.2						Bylaws of HSBC USA Inc., as amended and restated, effective April 30, 2026
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)


HSBC USA INC.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~December 9~~May 1, ~~2025~~2026


HSBC USA INC.

By:						/s/ CURTIS TAO
						Curtis Tao
						Senior Executive Vice President and
						General Counsel

Filing Compare · HSBC USA INC /MD/