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

Rhea-AI Filing Summary

HSBC Holdings plc announced further purchases under its buy-back programme announced 31 July 2025. On 26 September 2025 the Company repurchased and cancelled 2,140,074 ordinary shares on UK trading venues at prices ranging from £10.2560 to £10.4180 (average £10.3552). On the same date it repurchased 1,438,400 ordinary shares on the Hong Kong Stock Exchange at prices between HK$105.7000 and HK$106.7000 (average HK$106.2691). Since the buy-back began, HSBC has repurchased 153,459,707 ordinary shares for approximately US$2,001.9m. After cancelling the UK-venue repurchases, issued ordinary share capital is 17,272,571,481 voting shares with no shares held in treasury; cancellation of Hong Kong-repurchase shares is pending and total voting rights will be updated once completed.

Positive

• Material repurchases: 153,459,707 ordinary shares repurchased since 31 July 2025 for approximately US$2,001.9m.
• Share capital reduction: Cancellation of UK-venue repurchases reduces issued ordinary share capital to 17,272,571,481 voting shares and there are no treasury shares.
• Regulatory compliance: Transactions disclosed with venue-specific treatment and trade breakdown made available under Market Abuse Regulation.

Negative

• Pending cancellations: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, delaying finalisation of total voting rights.

Insights

Equity Analyst

TL;DR: HSBC executed a material buy-back totalling ~153.5m shares costing ~US$2.0bn, reducing issued share capital and supporting shareholder returns.

The transaction is sizeable relative to typical single-announcement buy-backs and signals capital allocation toward returning cash to shareholders. The announcement provides trade-level averages and confirms cancellations for UK-venue purchases, which reduces issued share capital to 17,272,571,481 ordinary shares. The outstanding step is the administrative delay in cancelling Hong Kong-executed repurchases; once completed, the denominator for disclosure rules will be finalised. No earnings or guidance changes are disclosed.

Corporate Governance Specialist

TL;DR: Buy-back implemented through market purchases across multiple exchanges with proper regulatory disclosure and notification of voting-rights denominator.

The report confirms compliance with UK Companies Act and Hong Kong listing rules by distinguishing on-exchange and off-market treatment and by providing a link to a full trade breakdown. The company also explicitly states there are no treasury shares following cancellations on UK venues. The pending cancellation timing for Hong Kong trades is noted, and HSBC commits to a further announcement once those cancellations are effective.

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 September

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

26 September 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:	26 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,140,074
Highest price paid per share:	£10.4180
Lowest price paid per share:	£10.2560
Volume weighted average price paid per share:	£10.3552

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.

Hong Kong Stock Exchange

Date of purchase:	26 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,438,400
Highest price paid per share:	HK$106.7000
Lowest price paid per share:	HK$105.7000
Volume weighted average price paid per share:	HK$106.2691

All repurchases on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") are "off market" for the purposes of the Companies Act 2006 but are transactions which occur "on Exchange" for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and which constitute an "on-market share buy-back" for the purposes of the Codes on Takeovers and Mergers and Share Buy-backs.

Since the commencement of the buy-back announced on 31 July 2025, the Company has repurchased 153,459,707 ordinary shares for a total consideration of approximately US$2,001.9m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,272,571,481 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 17,272,571,481 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/0819B_1-2025-9-26.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: 26 September 2025

FAQ

How many shares has HSBC (HBCYF) repurchased since the buy-back began?

HSBC has repurchased 153,459,707 ordinary shares since the buy-back announced on 31 July 2025.

What is the total consideration spent by HSBC on the buy-back so far?

Total consideration is approximately US$2,001.9m.

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

Following cancellation of the shares repurchased on UK venues, issued ordinary share capital is 17,272,571,481 ordinary shares with voting rights.

Were the repurchases made on-exchange or off-market?

Repurchases on UK venues were implemented as on Exchange market purchases; Hong Kong Stock Exchange repurchases are treated as off market under the Companies Act 2006 but as on Exchange under Hong Kong listing rules.

Where can I find a full breakdown of individual trades executed for the buy-back?

A full breakdown is available at the link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/0819B_1-2025-9-26.pdf.