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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
For the month of September, 2026
Commission File Number 001-15216
HDFC BANK LIMITED
(Translation of registrant’s name into English)
HDFC Bank House, Senapati Bapat Marg,
Lower Parel, Mumbai. 400 013, India
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
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, thereunto duly authorized.
| HDFC BANK LIMITED |
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| (Registrant) | ||||||
| Date: September 6, 2026 | By: | /s/ Ajay Agarwal |
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| Name: Ajay Agarwal |
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| Title: Company Secretary Group Head – Secretarial & Group Oversight |
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EXHIBIT INDEX
The following documents (bearing the exhibit number listed below) are furnished herewith and are made a part of this report pursuant to the General Instructions for Form 6-K.
Description
Disclosure
Exhibit 99
September 6, 2026
New York Stock Exchange
11, Wall Street,
New York,
NY 10005
USA
Dear Sir/ Madam,
Sub: Disclosure
We wish to inform you that the Governance, Nomination and Remuneration Committee (GNRC) of the Bank, on September 6, 2026, has granted:
| (1) | 5,86,95,020 equity stock options of face value of Re. 1/- (“options”) each at the grant price of Rs. 712.10 (Rupees Seven Hundred Twelve and Paise Ten only) convertible into one equity share each of the Bank upon vesting and exercise under Employees’ Stock Option Scheme ESOS – 063 (ESOS 063). |
Vesting of the options shall happen in 4 stages as under:
| • | 15% rounded off to the nearest 100 on completion of twelve months from the grant date |
| • | 20% rounded off to the nearest 100 on completion of twenty-four months from the grant date |
| • | 25% rounded off to the nearest 100 on completion of thirty-six months from the grant date |
| • | Balance on completion of forty-eight months from the grant date |
The vested options must be exercised within a period of 4 years from the respective dates of their vesting, failing which, they shall lapse forthwith. The options have been granted under the Scheme titled Employees’ Stock Option Scheme ESOS – Plan H-2024 (ESOS H-2024) in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time.
| (2) | 2,90,430 equity stock options of the face value of Re. 1/- (“options”) each at the grant price of Rs. 712.10 (Rupees Seven Hundred Twelve and Paise Ten only) convertible into one equity share each of the Bank upon vesting and exercise under Employees’ Stock Option Scheme ESOS – 064 (ESOS 064). |
Vesting of the options shall happen in 4 stages as under:
| • | 15% rounded off to the nearest 100 on completion of twelve months from the grant date |
| • | 20% rounded off to the nearest 100 on completion of twenty-four months from the grant date |
| • | 25% rounded off to the nearest 100 on completion of thirty-six months from the grant date |
| • | Balance on completion of forty-eight months from the grant date |
The vested options must be exercised within a period of 4 years from the respective dates of their vesting, failing which, they shall lapse forthwith. The options have been granted under the Scheme titled Employees’ Stock Option Scheme ESOS – Plan H-2024 (ESOS H-2024) in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time.
| (3) | 1,53,73,400 restricted stock units of face value of Re. 1/- (“units”) each at the grant price of Re. 1/- (Rupee One only) convertible into one equity share of Re. 1 each of the Bank upon vesting and exercise in terms of the Employees’ Stock Incentive Master Scheme – 2022 under the scheme titled “RSU 018”. |
Vesting of the units shall happen in 4 stages as under:
| • | 15% rounded off to the nearest 10 on completion of twelve months from the grant date |
| • | 20% rounded off to the nearest 10 on completion of twenty-four months from the grant date |
| • | 25% rounded off to the nearest 10 on completion of thirty-six months from the grant date |
| • | Balance on completion of forty-eight months from the grant date |
The vested units must be exercised within a period of 1 year from the respective dates of their vesting, failing which, they shall lapse forthwith. The units have been granted under the Scheme titled “RSU 018” in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time.
| (4) | 65,287 restricted stock units of face value of Re. 1/- (“units”) each at the grant price of Re. 1/- (Rupee One only) convertible into one equity share of Re. 1 each of the Bank upon vesting and exercise in terms of the Employees’ Stock Incentive Master Scheme – 2022 under the scheme titled “RSU 019”. |
Vesting of 100% of the units would happen on completion of twelve months from the grant date.
The vested units must be exercised within a period of 1 year from the date of their vesting, failing which, they shall lapse forthwith. The units have been granted under the Scheme titled “RSU 019” in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time.
| (5) | 12,80,130 restricted stock units of face value of Re. 1/- (“units”) each at the grant price of Re. 1/- (Rupee One only) convertible into one equity share of Re. 1 each of the Bank upon vesting and exercise in terms of the Employees’ Stock Incentive Master Scheme – 2022 under the scheme titled “RSU 020”. |
Vesting of the units shall happen in 3 stages as under:
| • | 30% rounded off to the nearest 10 on completion of twelve months from the grant date |
| • | 30% rounded off to the nearest 10 on completion of twenty-four months from the grant date |
| • | Balance on completion of thirty-six months from the grant date |
The vested units must be exercised within a period of 1 year from the respective dates of their vesting, failing which, they shall lapse forthwith. The units have been granted under the Scheme titled “RSU 020” in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time.
This is for your information and appropriate dissemination.
Yours faithfully,
For HDFC Bank Limited
Sd/-
Ajay Agarwal
Company Secretary
Group Head – Secretarial & Group Oversight