$481,000 Buffered Accelerated Market Participation Securities
$481,000 Buffered Accelerated Market Participation Securities
$481,000 Buffered Accelerated Market Participation Securities
Linked to the Least Performing of the Dow Jones Industrial Average® and the
S&P 500® Index (the “Reference Asset”)
The Buffered Accelerated Market Participation SecuritiesTM (each a “security” and collectively the “securities") offered hereunder will not be listed on any U.S. securities
exchange or automated quotation system. The securities will not bear interest.
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or passed upon the
accuracy or the adequacy of this document, the accompanying prospectus, prospectus supplement or Equity Index Underlying Supplement. Any representation to the
contrary is a criminal offense. We have appointed HSBC Securities (USA) Inc., an affiliate of ours, as the agent for the sale of the securities. HSBC Securities (USA) Inc. will
purchase the securities from us for distribution to other registered broker-dealers or will offer the securities directly to investors. In addition, HSBC Securities (USA) Inc. or
another of its affiliates or agents may use this pricing supplement in market-making transactions in any securities after their initial sale. Unless we or our agent inform you
otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction. See “Supplemental Plan of Distribution (Conflicts of Interest)” on
page PS-12 of this pricing supplement.
Investment in the securities involves certain risks. You should refer to “Risk Factors” beginning on page PS-5 of this document, page S-1 of the accompanying
prospectus supplement and page S-1 of the accompanying Equity Index Underlying Supplement.
The Estimated Initial Value of the securities on the Pricing Date is $968.60 per security, which is less than the price to public. The market value of the securities at any time
will reflect many factors and cannot be predicted with accuracy. See “Estimated Initial Value” on page PS-2 and “Risk Factors” beginning on page PS-5 of this document for
additional information.
The Securities:
Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value
FWP-1
HSBC USA Inc.
Buffered Accelerated Market Participation Securities
Linked to the Least Performing of the Dow Jones Industrial Average ® and the S&P 500® Index
This pricing supplement relates to a single offering of Buffered Accelerated Market Participation SecuritiesTM. The securities will have the terms
described in this pricing supplement and the accompanying prospectus, prospectus supplement and Equity Index Underlying Supplement. If the
terms of the securities offered hereby are inconsistent with those described in the accompanying prospectus, prospectus supplement or Equity
Index Underlying Supplement, the terms described in this pricing supplement shall control.
This document relates to an offering of securities linked to the performance of the Reference Asset. The purchaser of a security will
acquire a senior unsecured debt security of HSBC USA Inc. — linked to the Reference Asset as described below. The following key
terms relate to the offering of the securities:
Issuer: HSBC USA Inc.
Principal Amount: $1,000 per security
Reference Asset: The Dow Jones Industrial Average® (Ticker: INDU) and the S&P 500® Index (Ticker: SPX) (each, an “Underlying” and
together the “Underlyings”).
Trade Date: February 26, 2021
Pricing Date: February 26, 2021
Original Issue Date: March 3, 2021
Final Valuation Date: February 28, 2023, subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the
accompanying Equity Index Underlying Supplement.
Maturity Date: March 3, 2023. The Maturity Date is subject to adjustment as described under “Additional Terms of the Notes—Coupon
Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index Underlying Supplement.
PS-2
GENERAL
This pricing supplement relates to an offering of securities linked to the Reference Asset. The purchaser of a security will acquire a
senior unsecured debt security of HSBC USA Inc. Although the offering of securities relates to the Reference Asset, you should not
construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference Asset or any component
security included in the Reference Asset or as to the suitability of an investment in the securities.
You should read this document together with the prospectus dated February 26, 2018, the prospectus supplement dated February 26,
2018 and the Equity Index Underlying Supplement dated February 26, 2018. If the terms of the securities offered hereby are inconsistent
with those described in the accompanying prospectus, prospectus supplement or Equity Index Underlying Supplement, the terms
described in this pricing supplement shall control. You should carefully consider, among other things, the matters set forth in “Risk
Factors” beginning on page PS-5 of this pricing supplement, page S-1 of the prospectus supplement and page S-1 of the Equity Index
Underlying Supplement, as the securities involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisors before you invest in the securities. As used herein, references to the “Issuer”,
“HSBC”, “we”, “us” and “our” are to HSBC USA Inc.
HSBC has filed a registration statement (including a prospectus, prospectus supplement and Equity Index Underlying Supplement) with
the SEC for the offering to which this pricing supplement relates. Before you invest, you should read the prospectus, prospectus
supplement and Equity Index Underlying Supplement in that registration statement and other documents HSBC has filed with the SEC
for more complete information about HSBC and this offering. You may get these documents for free by visiting EDGAR on the SEC’s
web site at www.sec.gov. Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you
the prospectus, prospectus supplement and Equity Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You may also obtain:
The Equity Index Underlying Supplement at: https://www.sec.gov/Archives/edgar/data/83246/000114420418010782/tv486722_424b2.htm
(a) $1,000 + ($1,000 × Reference Return of the Least Performing Underlying × Upside Participation Rate); and
(b) $1,000 + ($1,000 × Maximum Cap).
If the Reference Return of the Least Performing Underlying is less than or equal to zero but greater than or equal to the Buffer
Level, you will receive $1,000 per $1,000 Principal Amount (zero return).
If the Reference Return of the Least Performing Underlying is less than the Buffer Level, you will receive a cash payment on the
Maturity Date, per $1,000 Principal Amount, calculated as follows:
$1,000 + [$1,000 × (Reference Return of the Least Performing Underlying + 10%)].
Under these circumstances, you will lose 1% of the Principal Amount of your securities for each percentage point that the Reference
Return of the Least Performing Underlying is below the Buffer Level. For example, if the Reference Return is -30%, you will suffer a
10% loss and receive 80% of the Principal Amount, subject to the credit risk of HSBC. You should be aware that if the Reference
Return of the Least Performing Underlying is less than the Buffer Level, you will lose some or a significant portion (up to 90%)
of your investment.
PS-3
Interest
The securities will not pay interest.
Calculation Agent
We or one of our affiliates will act as calculation agent with respect to the securities.
Reference Sponsor
The reference sponsor of the SPX and the INDU is S&P Dow Jones Indices LLC, a division of S&P Global.
INVESTOR SUITABILITY
The securities may be suitable for you if: The securities may not be suitable for you if:
You seek an investment with an enhanced return linked to You believe that the Reference Return of at least one
the Least Performing Underlying and you believe the Underlying will be less than the Buffer Percentage or that the
Reference Return of the Least Performing Underlying will be Reference Return will not be sufficiently positive to provide
above the Buffer Percentage. you with your desired return.
You are willing to invest in the securities based on the You are unwilling to invest in the securities based on the
Maximum Cap of 19.80%, which may limit your return at Maximum Cap of 19.80%, which may limit your return at
maturity. maturity.
You are willing to make an investment that is exposed to the You are unwilling to make an investment that is exposed to
negative Reference Return of the Least Performing the negative Reference Return of the Least Performing
Underlying on a 1-to-1 basis for each percentage point that Underlying on a 1-to-1 basis for each percentage point that
the Reference Return of the Least Performing Underlying is the Reference Return of the Least Performing Underlying is
below the Buffer Level of -10%. below the Buffer Level of -10%.
You are willing to forgo dividends or other distributions paid You seek an investment that provides full return of principal.
to holders of the stocks included in the Underlyings.
You prefer the lower risk, and therefore accept the
You are willing to accept the risk and return profile of the potentially lower returns, of conventional debt securities with
securities versus a conventional debt security with a comparable maturities issued by HSBC or another issuer
comparable maturity issued by HSBC or another issuer with with a similar credit rating.
a similar credit rating.
You prefer to receive the dividends or other distributions paid
You do not seek current income from your investment. to holders of the stocks included in the Underlyings.
You do not seek an investment for which there is an active You seek current income from your investment.
secondary market.
You seek an investment for which there will be an active
You are willing to hold the securities to maturity. secondary market.
You are comfortable with the creditworthiness of HSBC, as You are unable or unwilling to hold the securities to maturity.
Issuer of the securities.
You are not willing or are unable to assume the credit risk
associated with HSBC, as Issuer of the securities.
PS-4
RISK FACTORS
We urge you to read the section “Risk Factors” beginning on page S-1 of the accompanying prospectus supplement and page S-2 of the
accompanying Equity Index Underlying Supplement. Investing in the securities is not equivalent to investing directly in any of the stocks
included in the Underlyings. You should understand the risks of investing in the securities and should reach an investment decision only
after careful consideration, with your advisors, of the suitability of the securities in light of your particular financial circumstances and the
information set forth in this pricing supplement and the accompanying, prospectus, prospectus supplement and Equity Index Underlying
Supplement.
In addition to the risks discussed below, you should review “Risk Factors” in the accompanying prospectus supplement and Equity Index
Underlying Supplement including the explanation of risks relating to the securities described in the following sections:
“— Risks Relating to All Note Issuances” in the prospectus supplement; and
“— General Risks Related to Indices” in the Equity Index Underlying Supplement.
You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.
The Final Values of the Underlyings will be based on the Official Closing Levels of the Underlyings on the Final Valuation Date, subject
to postponement for non-trading days and certain Market Disruption Events. Even if the value of the Least Performing Underlying
appreciates during the term of the securities other than on the Final Valuation Date but then decreases on the Final Valuation Date, the
Payment at Maturity may be less, and may be significantly less, than it would have been had the Payment at Maturity been linked to the
value of the Least Performing Underlying prior to such decrease. Although the actual values of the Underlyings on the Maturity Date or
at other times during the term of the securities may be higher than their respective Final Values, the Payment at Maturity will be based
solely on the Official Closing Levels of the Underlyings on the Final Valuation Date.
Since the securities are linked to the performance of more than one Underlying, you will be fully exposed to the risk of
fluctuations in the level of each Underlying.
Since the securities are linked to the performance of more than one Underlying, the securities will be linked to the individual performance
of each Underlying. Because the securities are not linked to a weighted basket, in which the risk is mitigated and diversified among all of
the components of a basket, you will be exposed to the risk of fluctuations in the levels of the Underlyings to the same degree for each
Underlying. For example, in the case of securities linked to a weighted basket, the return would depend on the weighted aggregate
performance of the basket components reflected as the basket return. Thus, the depreciation of any basket component could be
mitigated by the appreciation of another basket component, as scaled by the weightings of such basket components. However, in the
case of these securities, the individual performance of each of the Underlyings would not be combined to calculate your return and the
depreciation of either of the Underlyings would not be mitigated by the appreciation of any other Underlying. Instead, your return would
depend on the Least Performing Underlying.
Changes that affect an Underlying may affect the value of that Underlying, the market value of the Securities and the amount
you will receive at maturity.
The policies of the reference sponsor of an Underlying concerning additions, deletions and substitutions of the stocks included in an
Underlying, and the manner in which the reference sponsor takes account of certain changes affecting those stocks, may affect the
PS-5
value of an Underlying. The policies of the reference sponsor with respect to the calculation of an Underlying could also affect the value
of an Underlying. The reference sponsor may discontinue or suspend calculation or dissemination of an Underlying. Any such actions
could affect the value of an Underlying and the value of and the return on the securities.
The Estimated Initial Value of the securities, which was determined by us on the Pricing Date, is less than the price to public
and may differ from the market value of the securities in the secondary market, if any.
The Estimated Initial Value of the securities was calculated by us on the Pricing Date and is less than the price to public. The Estimated
Initial Value reflects our internal funding rate, which is the borrowing rate we pay to issue market-linked securities, as well as the mid-
market value of the embedded derivatives in the securities. This internal funding rate is typically lower than the rate we would use when
we issue conventional fixed or floating rate debt securities. As a result of the difference between our internal funding rate and the rate we
would use when we issue conventional fixed or floating rate debt securities, the Estimated Initial Value of the securities may be lower if it
were based on the prices at which our fixed or floating rate debt securities trade in the secondary market. In addition, if we were to use
the rate we use for our conventional fixed or floating rate debt issuances, we would expect the economic terms of the securities to be
more favorable to you. We determined the value of the embedded derivatives in the securities by reference to our or our affiliates’
internal pricing models. These pricing models consider certain assumptions and variables, which can include volatility and interest rates.
Different pricing models and assumptions could provide valuations for the securities that are different from our Estimated Initial Value.
These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. The Estimated Initial Value
does not represent a minimum price at which we or any of our affiliates would be willing to purchase your securities in the secondary
market (if any exists) at any time.
The price of your securities in the secondary market, if any, immediately after the Pricing Date is expected to be less than the
price to public.
The price to public takes into account certain costs. These costs, which will be used or retained by us or one of our affiliates, include our
affiliates’ projected hedging profits (which may or may not be realized) for assuming risks inherent in hedging our obligations under the
securities and the costs associated with structuring and hedging our obligations under the securities. If you were to sell your securities in
the secondary market, if any, the price you would receive for your securities may be less than the price you paid for them because
secondary market prices will not take into account these costs. The price of your securities in the secondary market, if any, at any time
after issuance will vary based on many factors, including the values of the Underlyings and changes in market conditions, and cannot be
predicted with accuracy. The securities are not designed to be short-term trading instruments, and you should, therefore, be able and
willing to hold the securities to maturity. Any sale of the securities prior to maturity could result in a loss to you.
If we were to repurchase your securities immediately after the Original Issue Date, the price you receive may be higher than the
Estimated Initial Value of the securities.
Assuming that all relevant factors remain constant after the Original Issue Date, the price at which HSBC Securities (USA) Inc. may
initially buy or sell the securities in the secondary market, if any, and the value that may initially be used for customer account
statements, if any, may exceed the Estimated Initial Value on the Pricing Date for a temporary period expected to be approximately 6
months after the Original Issue Date. This temporary price difference may exist because, in our discretion, we may elect to effectively
reimburse to investors a portion of the estimated cost of hedging our obligations under the securities and other costs in connection with
the securities that we will no longer expect to incur over the term of the securities. We will make such discretionary election and
determine this temporary reimbursement period on the basis of a number of factors, including the tenor of the securities and any
agreement we may have with the distributors of the securities. The amount of our estimated costs which we effectively reimburse to
investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at
any time or revise the duration of the reimbursement period after the Original Issue Date of the securities based on changes in market
conditions and other factors that cannot be predicted.
PS-6
The securities are not insured or guaranteed by any governmental agency of the United States or any other jurisdiction.
The securities are not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency or program of the United States or any other jurisdiction. An investment in the
securities is subject to the credit risk of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may
not receive the full Payment at Maturity of the securities.
PS-7
ILLUSTRATIVE EXAMPLES
The following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be
representative of every possible scenario concerning increases or decreases in the value of any Underlying relative to its Initial Value.
We cannot predict the Final Value of an Underlying. The assumptions we have made in connection with the illustrations set forth below
may not reflect actual events. You should not take this illustration or these examples as an indication or assurance of the expected
performance of the Underlyings or the return on your securities. The Final Settlement Value may be less than the amount that you would
have received from a conventional debt security with the same stated maturity, including such a security issued by HSBC. The numbers
appearing in the table below and following examples have been rounded for ease of analysis.
The table below illustrates the Payment at Maturity on a $1,000 investment in the securities for a hypothetical range of Reference
Returns of the Least Performing Underlying from -100% to +100%. The following results are based solely on the assumptions outlined
below. The “Hypothetical Return on the Securities” as used below is the number, expressed as a percentage, that results from
comparing the Final Settlement Value per $1,000 Principal Amount to $1,000. The potential returns described here assume that your
securities are held to maturity. You should consider carefully whether the securities are suitable to your investment goals. The following
table and examples are based on the following terms:
Principal Amount: $1,000
The actual Initial Level of each underlying is set forth on page PS-2 of this pricing supplement.
PS-8
The following examples indicate how the Final Settlement Value would be calculated with respect to a hypothetical $1,000 investment in
the securities.
Example 1: The Reference Return of the Least Performing Underlying is positive, and the Reference Return of the Least
Performing Underlying multiplied by the Upside Participation Rate is less than or equal to the Maximum Cap.
INDU is the Least Performing Underlying, with a Reference Return of 5.00%. Because the Reference Return of the Least Performing
Underlying is positive, and the Reference Return of the Least Performing Underlying multiplied by the Upside Participation Rate is less
than the Maximum Cap, the Final Settlement Value would be $1,100.00 per $1,000 Principal Amount, calculated as follows:
$1,000 + ($1,000 × Reference Return of the Least Performing Underlying × Upside Participation Rate)
= $1,000 + ($1,000 × 5.00% ×200%)
= $1,100.00
Example 1 shows that you will receive the return of your principal investment plus a return equal to the Reference Return of the Least
Performing Underlying multiplied by the Upside Participation Rate when the Least Performing Underlying appreciates and such
Reference Return of the Least Performing Underlying multiplied by the Upside Participation Rate does not exceed the Maximum Cap.
Example 2: The Reference Return of the Least Performing Underlying is positive, and the Reference Return of the Least
Performing Underlying multiplied by the Upside Participation Rate is greater than the Maximum Cap.
SPX is the Least Performing Underlying, with a Reference Return of 30.00%. Because the Reference Return of the Least Performing
Underlying is positive, and the Reference Return of the Least Performing Underlying multiplied by the Upside Participation Rate is
greater than the Maximum Cap, the Final Settlement Value would be $1,198.00 per $1,000 Principal Amount, calculated as follows:
$1,000 + ($1,000 × Maximum Cap)
= $1,000 + ($1,000 × 19.80%)
Example 2 shows that you will receive the return of your principal investment plus a return equal to the Maximum Cap when the
Reference Return of the Least Performing Underlying is positive and such Reference Return multiplied by the Upside Participation Rate
exceeds or is equal to the Maximum Cap.
Example 3: The Reference Return of the Least Performing Underlying is less than or equal to zero but is greater than or equal
to the Buffer Percentage.
INDU is the Least Performing Underlying, with a Reference return of -5.00%. Because the Reference Return of the Least Performing
Underlying is less than zero but greater than -10.00%, the Final Settlement Value would be $1,000.00 per $1,000 Principal Amount (a
zero return).
Example 3 shows that if the Reference Return of the Least Performing Underlying is negative or zero, the securities will provide a return
of principal as long as the Reference Return of the Least Performing Underlying is greater than or equal to the Buffer Percentage.
Example 4: The Reference Return of the Least Performing Underlying is less than the Buffer Percentage.
PS-9
Underlying Initial Value Final Value Reference Return
INDU 1,000.00 500.00 (50% of its Initial Value) -50.00%
SPX 1,000.00 400.00 (40% of its Initial Value) -60.00%
SPX is the Least Performing Underlying, with a Reference Return of -60.00%. Because the Reference Return of the Least Performing
Underlying is less than the Buffer Level of -10%, the Final Settlement Value would be $500.00 per $1,000 Principal Amount, calculated
as follows:
$1,000 + [$1,000 × (Reference Return of the Least Performing Underlying + 10%)]
= $1,000 + [$1,000 × (-60.00% + 10%)]
= $500.00
Example 4 shows that you are exposed on a 1-to-1 basis to declines in the level of the of the Least Performing Underlying beyond the
Buffer Level of -10%. You will lose some or a significant portion (up to 90%) of your investment.
PS-10
DESCRIPTION OF THE REFERENCE ASSET
Description of the INDU Historical Performance of the INDU
The INDU is a price-weighted index comprised of 30 blue chip The following graph sets forth the historical performance of the INDU
stocks considered to be the leaders in their industry. It is based on the daily historical closing levels from February 26, 2011
intended to be a measure of the entire U.S. market, covering a through February 26, 2021. We obtained the closing levels below from
diverse set of industries such as financial services, technology, the Bloomberg Professional® service. We have not undertaken any
retail, entertainment and consumer goods, but excluding the independent review of, or made any due diligence inquiry with respect
transportation and utilities industries. to, the information obtained from the Bloomberg Professional ®
service.
For more information about the INDU, see “The Dow Jones
Industrial Average®” beginning on page S-10 of the
accompanying Equity Index Underlying Supplement.
The historical levels of the INDU should not be taken as an indication of future performance, and no assurance can be given as to the
Official Closing Level of the INDU on the Final Valuation Date.
The historical levels of the SPX should not be taken as an indication of future performance, and no assurance can be given as to the
Official Closing Level of the SPX on the Final Valuation Date.
PS-11
EVENTS OF DEFAULT AND ACCELERATION
If the securities have become immediately due and payable following an Event of Default (as defined in the accompanying
prospectus) with respect to the securities, the calculation agent will determine the accelerated payment due and payable at maturity in
the same general manner as described in “Payment at Maturity” in this pricing supplement. In that case, the scheduled trading day
immediately preceding the date of acceleration will be used as the Final Valuation Date for purposes of determining the Reference
Return, and the accelerated maturity date will be three business days after the accelerated Final Valuation Date. If a Market
Disruption Event exists with respect to any Underlying on that scheduled trading day, then the accelerated Final Valuation Date for
that Underlying will be postponed for up to five scheduled trading days (in the same manner used for postponing the originally
scheduled Final Valuation Date). The accelerated maturity date will also be postponed by an equal number of business days. For the
avoidance of doubt, if no Market Disruption Event exists with respect to an Underlying on the scheduled trading day preceding the
date of acceleration, the determination of such Underlying’s Reference Return will be made on such date, irrespective of the
existence of a Market Disruption Event with respect to any other Underlying occurring on such date.
If the securities have become immediately due and payable following an Event of Default, you will not be entitled to any additional
payments with respect to the securities. For more information, see “Description of Debt Securities — Senior Debt Securities — Events of
Default” in the accompanying prospectus.
SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
We have appointed HSBC Securities (USA) Inc., an affiliate of HSBC, as the agent for the sale of the securities. Pursuant to the terms
of a distribution agreement, HSBC Securities (USA) Inc. will purchase the securities from HSBC at the price to public less the
underwriting discount set forth on the cover page of this pricing supplement, for distribution to other registered broker-dealers, or will
offer the securities directly to investors. HSBC Securities (USA) Inc. has offered the securities at the price to public set forth on the
cover page of this pricing supplement. HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 2.275%
and referral fees of up to 0.80% per $1,000 Principal Amount in connection with the distribution of the securities to other registered
broker-dealers. Neither HSBC USA Inc. nor any of its affiliates will pay any underwriting discounts
An affiliate of HSBC has paid or may pay in the future an amount to broker-dealers in connection with the costs of the continuing
implementation of systems to support the securities.
In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use this pricing supplement in market-making
transactions after the initial sale of the securities, but is under no obligation to make a market in the securities and may discontinue any
market-making activities at any time without notice.
See “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-61 in the prospectus supplement.
Delivery of the securities will be made against payment for the securities on the Original Issue Date set forth on the inside cover page of
this document, which is more than two business days following the Trade Date. Under Rule 15c6-1 under the Securities Exchange Act
of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the securities more than two business days prior to the Original Issue Date
will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult
their own advisors.
References in the accompanying prospectus and prospectus supplement to any European law, regulation or directive (or, in each case,
any part thereof) shall, in respect of the United Kingdom, be to such European law, regulation or, as the case may be, directive (or part
thereof) as it forms part of United Kingdom domestic law at the time of the relevant offer, sale or making available of the securities (and
as amended, supplemented or superseded from time to time).
PS-12
or exchange as long-term capital gain or loss, provided that you have held the security for more than one year at such time for U.S.
federal income tax purposes.
We will not attempt to ascertain whether any of the entities whose stock is included in an Underlying would be treated as a passive
foreign investment company (“PFIC”) or United States real property holding corporation (“USRPHC”), both as defined for U.S. federal
income tax purposes. If one or more of the entities whose stock is included in an Underlying were so treated, certain adverse U.S.
federal income tax consequences might apply. You should refer to information filed with the SEC and other authorities by the entities
whose stock is included in an Underlying and consult your tax advisor regarding the possible consequences to you if one or more of the
entities whose stock is included in any Underlying is or becomes a PFIC or a USRPHC.
Under current law, while the matter is not entirely clear, individual non-U.S. holders, and entities whose property is potentially includible
in those individuals’ gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with
respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the
securities are likely to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult
their own tax advisors regarding the U.S. federal estate tax consequences of investing in the securities.
A “dividend equivalent” payment is treated as a dividend from sources within the United States and such payments generally would be
subject to a 30% U.S. withholding tax if paid to a non-U.S. holder. Under U.S. Treasury Department regulations, payments (including
deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if
such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation
for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However,
Internal Revenue Service guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are
not delta-one instruments and that are issued before January 1, 2023. Based on the Issuer’s determination that the securities are not
“delta-one” instruments, non-U.S. holders should not be subject to withholding on dividend equivalent payments, if any, under the
securities. However, it is possible that the securities could be treated as deemed reissued for U.S. federal income tax purposes upon the
occurrence of certain events affecting an Underlying or the securities, and following such occurrence the securities could be treated as
subject to withholding on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in respect
of an Underlying or the securities should consult their tax advisors as to the application of the dividend equivalent withholding tax in the
context of the securities and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or
the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to
amounts so withheld.
For a discussion of the U.S. federal income tax consequences of your investment in a security, please see the discussion under “U.S.
Federal Income Tax Considerations” in the accompanying prospectus supplement.
PROSPECTIVE PURCHASERS OF THE SECURITIES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE,
LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
SECURITIES.
PS-13
TABLE OF CONTENTS
You should only rely on the information contained in this pricing supplement, the
Pricing supplement accompanying Equity Index Underlying Supplement, prospectus supplement and
General PS-3 prospectus. We have not authorized anyone to provide you with information or to
Payment at Maturity PS-3 make any representation to you that is not contained in this pricing supplement, the
accompanying Equity Index Underlying Supplement, prospectus supplement and
Investor Suitability PS-4 prospectus. If anyone provides you with different or inconsistent information, you
Risk Factors PS-5 should not rely on it. This pricing supplement, the accompanying Equity Index
Illustrative Examples PS-8 Underlying Supplement, prospectus supplement and prospectus are not an offer to
Description of the Reference Asset PS-11 sell these securities, and these documents are not soliciting an offer to buy these
securities, in any jurisdiction where the offer or sale is not permitted. You should not,
Events of Default and Acceleration PS-12
under any circumstances, assume that the information in this pricing supplement, the
Supplemental Plan of Distribution (Conflicts of Interest) PS-12 accompanying Equity Index Underlying Supplement, prospectus supplement and
U.S. Federal Income Tax Considerations PS-12 prospectus is correct on any date after their respective dates.
Validity of the Securities PS-13
Prospectus
About this Prospectus 1
Risk Factors 2 February 26, 2021
Where You Can Find More Information 3
Special Note Regarding Forward-Looking Statements 4
HSBC USA Inc. 7
Use of Proceeds 8
Description of Debt Securities 9
Description of Preferred Stock 20
Description of Warrants 25
Description of Purchase Contracts 30 Pricing supplement
Description of Units 33
Book-Entry Procedures 36
Limitations on Issuances in Bearer Form 40
U.S. Federal Income Tax Considerations Relating to Debt Securities 41
Plan of Distribution (Conflicts of Interest) 49
Notice to Canadian Investors 52
Notice to EEA Investors 53
Notice to UK Investors 54
UK Financial Promotion 54
Certain ERISA Matters 55
Legal Opinions 57
Experts 58