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

Rhea-AI Filing Summary

HSBC Holdings plc announced on 07 October 2025 that it repurchased and cancelled 500,000 ordinary shares on UK venues at an average price of £10.5327 per share as part of the buy-back launched on 31 July 2025. Since that program began, the company has repurchased 169,467,150 ordinary shares for a total consideration of approximately $2,227.8m. After cancelling the UK-venue shares, issued ordinary share capital stands at 17,250,851,238 voting shares; no shares are held in treasury. Cancellations of shares bought on the Hong Kong Stock Exchange are pending; a further total voting rights announcement will follow once those are completed.

Positive

• Significant buy-back scale: repurchased 169,467,150 shares totaling $2,227.8m, showing active capital return
• Share capital reduction: issued ordinary share capital reduced to 17,250,851,238, which can increase reported per‑share metrics
• No treasury shares retained: all repurchased shares are cancelled, directly lowering outstanding share count

Negative

• Pending cancellations: shares repurchased on the Hong Kong Stock Exchange are not yet cancelled, so the final outstanding share count is incomplete
• Execution cost visibility: average price shown for the 500,000 UK-venue trades is in GBP but total program cost reported in USD, requiring FX reconciliation for precise cost analysis

Insights

Capital Allocation Analyst

Share buy-back is sizable and reduces share count, tightening equity base.

The company has completed 169,467,150 repurchases totaling $2,227.8m since the program start, and cancelled the latest 500,000 UK-venue shares, leaving 17,250,851,238 issued ordinary shares.

This reduces the share denominator used for voting and disclosure calculations and modestly increases per-share metrics once all cancellations (including Hong Kong trades) are processed; monitor the completion of Hong Kong cancellations in the near term for the final share count.

Market Microstructure Specialist

Repurchases executed as on‑exchange market purchases across major UK venues.

All reported trades were implemented on the London Stock Exchange, Aquis, Cboe Europe and/or Turquoise as "on Exchange" market purchases under the Companies Act 2006, indicating standard market-liquidity execution rather than off‑market block deals.

Investors should note that individual trade details are available via the provided link under Article 5(1)(b) of the Market Abuse Regulation; review those trades to assess timing and price dispersion relative to intraday liquidity over the buy-back period.

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

7 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:	7 October 2025
Number of ordinary shares of US$0.50 each purchased:	500,000
Highest price paid per share:	£10.5860
Lowest price paid per share:	£10.4740
Volume weighted average price paid per share:	£10.5327

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 169,467,150 ordinary shares for a total consideration of approximately US$2,227.8m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,250,851,238 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 17,250,851,238 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/4476C_1-2025-10-7.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: 07 October 2025

FAQ

What shares did HSBC (HBCYF) repurchase on 07 October 2025?

HSBC repurchased and cancelled 500,000 ordinary shares on UK venues at an average price of £10.5327 per share.

How many shares has HSBC bought back since the program began on 31 July 2025?

Since the buy-back commenced, HSBC has repurchased 169,467,150 ordinary shares for approximately $2,227.8m in total consideration.

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

Following cancellations of the UK-venue purchases, issued ordinary share capital is 17,250,851,238 ordinary shares with voting rights.

Are there any shares held in treasury by HSBC?

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

Where can I find a breakdown of individual trades made by Merrill Lynch on behalf of HSBC?

A full breakdown is available via the provided link under Article 5(1)(b) of the Market Abuse Regulation: http://www.rns-pdf.londonstockexchange.com/rns/4476C_1-2025-10-7.pdf.