[6-K] HSBC HOLDINGS PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

HSBC Holdings plc announced that on 1 October 2025 it purchased and cancelled 2,090,889 ordinary shares on UK trading venues at prices shown in the release, with a reported average price of 10.5227 per share.

Since the buy-back began on 31 July 2025, HSBC has repurchased 162,742,181 ordinary shares for approximately US$2,132.3 million. After cancelling the UK-venue purchases, the company's issued ordinary share capital is 17,253,107,807 shares with voting rights and there are no shares held in treasury. The announcement notes that cancellations of shares repurchased on the Hong Kong Stock Exchange take longer and a further update will be published once those cancellations are complete. A full trade breakdown executed by Merrill Lynch is available at the provided link.

Positive

• Completed cancellations on UK venues reduced issued share capital to 17,253,107,807 ordinary shares.
• Substantial buy-back executed: 162,742,181 shares repurchased for approximately US$2,132.3m since 31 July 2025.
• No treasury shares remain following cancellations, simplifying capital structure and shareholder denominator calculations.
• Trade-level transparency is provided via the Merrill Lynch breakdown link in accordance with Market Abuse Regulation.

Negative

• Hong Kong-executed repurchases not yet cancelled, delaying the final total voting rights disclosure.
• Timing uncertainty around cancellation of Hong Kong trades means the issued share capital figure may change once those shares are cancelled.

Insights

Corporate Governance Expert

TL;DR: HSBC is actively executing a sizable buy-back and cancelling shares, reducing issued share capital and clarifying the shareholder denominator.

The company reports ongoing repurchases under the buy-back announced 31 July 2025, with 162.7 million shares bought overall for ~US$2,132.3m. Cancellation of UK-venue purchases has been completed and reduces issued share capital to 17,253,107,807 ordinary shares, with no treasury shares outstanding. The filing follows Market Abuse Regulation disclosure rules and provides a trade breakdown link executed by Merrill Lynch. The only procedural note is that Hong Kong-executed purchases remain to be cancelled, delaying the final total voting rights announcement.

Equity Analyst

TL;DR: The buy-back is material in scale and share cancellation tightens the share base, supporting per-share metrics if trends hold.

HSBC's repurchases totaling US$2.13bn and cancellation of UK-venue shares lower the denominator to 17.253 billion shares, a concrete change investors can use for ownership and per-share calculations. The filing supplies trade-level transparency via the Merrill Lynch link. The outstanding administrative delay for Hong Kong cancellations means the ultimate share count and full voting-rights picture remain pending until those cancellations clear.

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

For the month of October

HSBC Holdings plc

42nd Floor, 8 Canada Square, London E14 5HQ, England

(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 X Form 40-F  

HSBC HOLDINGS PLC

1 October 2025

Transaction in own shares

HSBC Holdings plc ("HSBC" or the "Company") announces that it has purchased for cancellation the following number of its ordinary shares of US$0.50 from Merrill Lynch International ("Merrill Lynch") as part of its buy-back announced on 31 July 2025.

UK Venues

Date of purchase:	1 October 2025
Number of ordinary shares of US$0.50 each purchased:	2,090,889
Highest price paid per share:	£10.5680
Lowest price paid per share:	£10.4280
Volume weighted average price paid per share:	£10.5227

All repurchases on the London Stock Exchange, Aquis Exchange, Cboe Europe Limited (through the BXE and CXE order books) and/or Turquoise ("UK Venues") are implemented as "on Exchange" transactions (as such term is defined in the rules of the London Stock Exchange) and as "market purchases" for the purposes of the Companies Act 2006.

There were no repurchases on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange").

Since the commencement of the buy-back announced on 31 July 2025, the Company has repurchased 162,742,181 ordinary shares for a total consideration of approximately US$2,132.3m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,253,107,807 ordinary shares with voting rights. There are no ordinary shares held in treasury. Cancellation of the shares repurchased on the Hong Kong Stock Exchange takes longer than those repurchased on the UK Venues and a further announcement of total voting rights will be made once those shares have been cancelled.

The above figure of 17,253,107,807 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

In accordance with Article 5(1)(b) of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended), a full breakdown of the individual trades made by Merrill Lynch on behalf of the Company is available via the link below.

http://www.rns-pdf.londonstockexchange.com/rns/7161B_1-2025-10-1.pdf

This announcement will also be available on HSBC's website at www.hsbc.com/sea

Enquiries to:

Lee Davis

Group Governance

shareholderquestions@hsbc.com

+44 (0)20 7991 8888

SIGNATURE

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.

HSBC Holdings plc

By:

Name: Aileen Taylor

Title: Group Company Secretary and Chief Governance Officer

Date: 01 October 2025

FAQ

How many shares did HSBC (HBCYF) repurchase on 1 October 2025?

HSBC repurchased and cancelled 2,090,889 ordinary shares on UK venues on 1 October 2025.

How many shares has HSBC repurchased since the buy-back began on 31 July 2025?

Since 31 July 2025, HSBC repurchased 162,742,181 ordinary shares for approximately US$2,132.3m.

What is HSBC's issued ordinary share capital after the UK cancellations?

Following cancellation of the UK-venue repurchases, the issued ordinary share capital is 17,253,107,807 ordinary shares with voting rights.

Are any ordinary shares held in treasury by HSBC?

No. The filing states there are no ordinary shares held in treasury.

Will HSBC provide details of individual trades from the buy-back?

Yes. A full breakdown of individual trades executed by Merrill Lynch is available at the link provided in the announcement.

Why is the total voting rights figure not final?

Cancellations of shares repurchased on the Hong Kong Stock Exchange take longer, so a further announcement will be made once those shares are cancelled.