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

Rhea-AI Filing Summary

HSBC Holdings plc completed further share repurchases as part of its buy-back announced 31 July 2025. On 29 September 2025 the company bought and cancelled 2,113,298 ordinary shares on UK venues at prices averaging around £10.4449 and 1,466,800 ordinary shares on the Hong Kong Stock Exchange at an average of HK$108.5694. Since the programme began, HSBC has repurchased 157,039,805 ordinary shares for approximately US$2,052.0 million. Following cancellations of shares repurchased in Hong Kong and the UK, issued ordinary share capital is stated as 17,257,320,183 ordinary shares with voting rights. There are no ordinary shares held in treasury. A full trade breakdown by Merrill Lynch is available at the link provided in the announcement.

Positive

• Substantial buy-back scale: 157,039,805 shares repurchased totaling approximately US$2,052.0m
• Reduction in shares outstanding: issued ordinary share capital reduced to 17,257,320,183 voting shares after cancellations
• Cross-venue execution: Repurchases executed on UK venues and the Hong Kong Stock Exchange, showing broad-market participation
• Regulatory transparency: Full trade breakdown provided via the linked RNS, and updated voting rights denominator disclosed

Negative

• Staggered cancellations: Cancellation of Hong Kong-repurchased shares takes longer, delaying final confirmation of total voting rights
• Capital allocation impact: ~US$2.05bn deployed to buybacks reduces available capital for other uses (investment not specified in this filing)

Insights

Financial Analyst

TL;DR: HSBC's buy-back has meaningfully reduced shares outstanding and used ~US$2.05bn of capital, potentially supporting EPS and capital metrics.

HSBC reports cumulative repurchases of 157.04m ordinary shares for ~US$2,052.0m under the programme announced 31 July 2025. The cancellation of 13.138m previously repurchased Hong Kong shares plus today's UK cancellations reduces issued share capital to 17.257bn shares, tightening the share base. Repurchases executed across UK venues and Hong Kong indicate cross-listing arbitrage execution. The announced figures are material at the headline level and will mechanically increase earnings per share metrics, absent offsetting earnings changes. Disclosure includes a transaction-level breakdown link as required by market abuse rules, supporting transparency.

Corporate Governance Expert

TL;DR: The company followed required disclosure and legal classifications for on-/off-market purchases, with timely publication of aggregate totals.

HSBC specifies that UK repurchases are "on Exchange" and "market purchases" under the Companies Act 2006, while Hong Kong trades are treated as "off market" for UK law but "on Exchange" under Hong Kong listing rules. The statement of no treasury shares and provision of the updated voting rights denominator align with disclosure obligations under the Disclosure Guidance and Transparency Rules. The announcement also references the required Market Abuse Regulation trade breakdown, indicating regulatory compliance. A noted operational detail is the longer cancellation timeline for Hong Kong-repurchased shares, which the company highlights will be followed by a further total voting rights announcement.

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

29 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:	29 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,113,298
Highest price paid per share:	£10.4940
Lowest price paid per share:	£10.4040
Volume weighted average price paid per share:	£10.4449

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:	29 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,466,800
Highest price paid per share:	HK$108.9000
Lowest price paid per share:	HK$108.0000
Volume weighted average price paid per share:	HK$108.5694

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 157,039,805 ordinary shares for a total consideration of approximately US$2,052.0m.

On 29 September 2025, 13,138,000 ordinary shares of US$0.50 each which were awaiting cancellation having been repurchased on the Hong Kong Stock Exchange previously were cancelled. Following the cancellation of those shares and following the cancellation of shares repurchased on the UK Venues today, the Company's issued ordinary share capital will consist of 17,257,320,183 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 17,257,320,183 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/2849B_1-2025-9-29.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: 29 September 2025

FAQ

How many shares has HSBC (HBCYF) repurchased under the buy-back to date?

HSBC has repurchased 157,039,805 ordinary shares since the buy-back commenced on 31 July 2025.

What is the total consideration HSBC spent on the repurchases?

The company has spent approximately US$2,052.0 million in total on the repurchases to date.

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

Following cancellations, issued ordinary share capital is 17,257,320,183 ordinary shares with voting rights.

Were the repurchases executed on different exchanges?

Yes. Repurchases were executed on UK venues (London Stock Exchange, Aquis, Cboe Europe, Turquoise) and on the Hong Kong Stock Exchange.

Where can I find the full breakdown of individual trades made on behalf of HSBC?

A full trade breakdown by Merrill Lynch is available at the RNS link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/2849B_1-2025-9-29.pdf.