HSBC USA Inc.
10/10/2025 | Press release | Distributed by Public on 10/10/2025 04:01
Free Writing Prospectus (Form FWP)
Filed Pursuant to Rule 433
Registration No. 333-277211
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HSBC USA Inc. Market Linked Securities |
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Market Linked Securities-Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Class C Common Stock of Dell Technologies Inc., the Class A Common Stock of Meta Platforms, Inc. and the Common Stock of NVIDIA Corporation October 27, 2028 Term Sheet to Free Writing Prospectus dated October 9, 2025 |
| Summary of Terms |
| Issuer | HSBC USA Inc. ("HSBC") |
| Market Measures | The lowest performing of the Class C common stock of Dell Technologies Inc. (Bloomberg ticker symbol "DELL"), the Class A common stock of Meta Platforms, Inc. (Bloomberg ticker symbol "META") and the common stock of NVIDIA Corporation (Bloomberg ticker symbol "NVDA") (each an "Underlying Stock," and collectively as the "Underlying Stocks") |
| Face Amount (Original Offering Price) | The principal amount of $1,000 per security |
| Pricing Date* | October 24, 2025 |
| Issue Date* | October 29, 2025 |
| Stated Maturity Date* | October 27, 2028 |
| Automatic Call | If the stock closing price of the lowest performing Underlying Stock on any call date (including the final calculation day) is greater than or equal to its applicable call threshold price, the securities will be automatically called for the face amount plus the call premium applicable to that call date. |
| Call Dates and Call Premiums | Call Dates* | Call Premiums** |
Call Threshold Prices for Each Underlying Stock |
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| October 29, 2026 | At least 16.500% of the face amount | 90% of the starting price | |||
| January 29, 2027 | At least 20.625% of the face amount | 85% of the starting price | |||
| April 29, 2027 | At least 24.750% of the face amount | 80% of the starting price | |||
| July 29, 2027 | At least 28.875% of the face amount | 75% of the starting price | |||
| October 29, 2027 | At least 33.000% of the face amount | 70% of the starting price | |||
| January 31, 2028 | At least 37.125% of the face amount | 65% of the starting price | |||
| May 1, 2028 | At least 41.250% of the face amount | 60% of the starting price | |||
| July 31, 2028 | At least 45.375% of the face amount | 55% of the starting price | |||
| October 24, 2028 (the "final calculation day") | At least 49.500% of the face amount | 50% of the starting price | |||
| ** to be determined on the pricing date. | |||||
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Call Settlement Date |
Three business days after the applicable call date (if the securities are called on the last call date, the call settlement date will be the stated maturity date) |
| Maturity Payment Amount (Per Security) |
If the ending price of the lowest performing Underlying Stock on the final calculation day is less than its threshold price: $1,000 × performance factor of the lowest performing Underlying Stock on the final calculation day |
| Starting Price | With respect to each Underlying Stock, its stock closing price on the pricing date |
| Ending Price | With respect to each Underlying Stock, its stock closing price on the final calculation day |
| Threshold Price | With respect to each Underlying Stock, 50% of its starting price |
| Lowest Performing Underlying Stock | With respect to any call date, the Underlying Stock with the lowest performance factor on that day. |
| Performance Factor | With respect to an Underlying Stock on any call date, its stock closing price on such day divided by its starting price (expressed as a percentage) |
| Calculation Agent | HSBC |
| Denominations | $1,000 and integral multiples of $1,000 in excess thereof |
| *Subject to change | |
| Summary of Terms (Continued) |
| Agent's Commission and Other Fees | Up to 2.575%; dealers, including those using the trade name Wells Fargo Advisors ("WFA"), may receive a selling concession of up to 2.00% and WFA will receive a distribution expense fee of 0.075%. In addition, in respect of certain securities sold in this offering, the Issuer may pay a fee of up to 0.30% per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. |
| CUSIP / ISIN | 40447DHX9 / US40447DHX93 |
| Material Tax Consequences: | See the free writing prospectus. |
Hypothetical Payout Profile***
***assumes a call premium equal to the lowest possible call premium that will be determined on the pricing date.
If the securities are not automatically called and the ending price of the lowest performing Underlying Stock on the final calculation day is less than its threshold price, you will have full downside exposure to the decrease in the price of the lowest performing Underlying Stock on the final calculation day from its starting price and lose more than 50%, and possibly all, of the face amount of your securities at maturity.
Any positive return on the securities will be limited to the applicable call premium, even if the stock closing price of the lowest performing Underlying Stock on the applicable call date significantly exceeds its starting price. You will not participate in any appreciation of any Underlying Stock beyond the applicable call premium.
The estimated initial value of the securities on the pricing date is expected to be between $900.00 and $950.00 per security, which will be less than the original offering price. The market value of the securities at any time will reflect many factors and cannot be predicted with accuracy. See "Terms of the Securities-Estimated Initial Value" in the accompanying free writing prospectus.
Free writing prospectus: https://www.sec.gov/Archives/edgar/data/83246/000110465925098396/tm2527726d201_fwp.htm
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See "Selected Risk Considerations" in this term sheet and beginning on page FWP-8 of the accompanying free writing prospectus, and "Risk Factors" beginning on page PS-5 of the accompanying product supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
Investors should carefully review the accompanying free writing prospectus, product supplement, prospectus supplement and prospectus before making a decision to invest in the securities. If the terms described in the free writing prospectus are inconsistent with those described herein, the terms described in the free writing prospectus will control.
Selected Risk Considerations
The risks set forth below are discussed in detail in the "Selected Risk Considerations" section in the accompanying free writing prospectus and the "Risk Factors" section in the accompanying product supplement, prospectus supplement and prospectus. Please review those risk disclosures carefully.
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Risks Relating To The Structure Of The Securities · If The Securities Are Not Automatically Called And The Ending Price Of The Lowest Performing Underlying Stock Is Less Than Its Threshold Price, You Will Lose More Than 50%, And Possibly All, Of The Face Amount Of Your Securities At Maturity. · The Potential Return On The Securities Is Limited To The Call Premium. · You Will Be Subject To Reinvestment Risk. · The Securities Are Subject To The Full Risks Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs Poorly, Even If The Other Underlying Stocks Perform Favorably. · Your Return On The Securities Will Depend Solely On The Performance Of The Lowest Performing Underlying Stock On Each Call Date, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Underlying Stocks. · You Will Be Subject To Risks Resulting From The Relationship Among The Underlying Stocks. · Higher Call Premiums Are Associated With Greater Risk. · No Periodic Interest Will Be Paid On The Securities. · A Call Settlement Date Or The Stated Maturity Date May Be Postponed If A Call Date Is Postponed. Risk Relating To The Credit Risk Of HSBC · The Securities Are Subject To The Credit Risk Of HSBC USA Inc. Risks Relating To The Estimated Value Of The Securities And Any Secondary Market · The Estimated Initial Value Of The Securities, Which Will Be Determined By Us On The Pricing Date, Is Expected To Be Less Than The Original Offering Price And May Differ From The Market Value Of The Securities In The Secondary Market, If Any. · The Price Of Your Securities In The Secondary Market, If Any, Immediately After The Pricing Date Is Expected To Be Less Than The Original Offering Price. · If HSBC Securities (USA) Inc. Or The Agent Were To Repurchase Your Securities Immediately After The Issue Date, The Price You Receive May Be Higher Than The Estimated Initial Value Of The Securities. · The Value Of The Securities Prior To Maturity Or Automatic Call Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways. · The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop. |
Risks Relating To The Underlying Stocks · Any Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of The Underlying Stocks And Therefore The Securities Are Subject To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement. o Investing In The Securities Is Not The Same As Investing In The Underlying Stocks. o Historical Prices Of An Underlying Stock Should Not Be Taken As An Indication Of Its Future Performance During The Term Of The Securities. o The Securities May Become Linked To The Common Stock Of A Company Other Than Any Original Underlying Stock Issuer. o We, The Agent And Our Respective Affiliates Cannot Control Actions By Any Underlying Stock Issuer. o We, The Agent And Our Respective Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information. o You Have Limited Anti-dilution Protection. Risks Relating To Conflicts Of Interest · Our Economic Interests And Those Of Any Dealer Participating In The Offering Of Securities Will Potentially Be Adverse To Your Interests. Risks Relating To Tax · The U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear. |
The Issuer has filed a registration statement (including a prospectus, a prospectus supplement, an underlying supplement and a product supplement) with the Securities and Exchange Commission (the "SEC") for the offering to which this communication relates. Before you invest, you should read the prospectus, the prospectus supplement, the underlying supplement and the product supplement in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any agent or any dealer participating in the offering will arrange to send you the prospectus, the prospectus supplement, the underlying supplement and the product supplement if you request them by calling your financial advisor or by calling Wells Fargo Securities at 866-346-7732.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.
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HSBC USA Inc. published this content on October 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 10, 2025 at 10:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]