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

Rhea-AI Filing Summary

HSBC Holdings plc reports continued execution of its share buy‑back announced on 31 July 2025. Since the program began, the company has repurchased 171,591,550 ordinary shares for a total consideration of approximately $2,257.9m. On 8 October 2025 the company bought and cancelled 500,000 ordinary shares on UK venues at an average price of £10.6251 and 1,624,400 ordinary shares on the Hong Kong Stock Exchange at an average price of HK$109.7893. Following cancellation of the UK‑venue repurchases, issued ordinary share capital stands at 17,250,351,238 shares with voting rights; no shares are held in treasury. Cancellation of Hong Kong repurchases is pending and a further total voting rights announcement will follow once those shares are cancelled.

Positive

• 171,591,550 shares repurchased for $2,257.9m, showing active capital return
• Issued share capital reduced to 17,250,351,238 after UK cancellations, which can boost EPS
• Repurchases executed on multiple exchanges, demonstrating broad market access and programme scale

Negative

• Hong Kong cancellations pending, so the final voting share count is not yet complete
• Significant cash outflow of $2,257.9m reduces available capital for other uses

Insights

Corporate Finance Analyst

Buy‑back materially reduces share count and returns capital to shareholders.

The company has repurchased 171.6M shares at a total cost of $2,257.9m, which reduces the outstanding share base to 17.25B after UK cancellations. A smaller share base can raise reported earnings per share if earnings remain stable.

The program is implemented across UK and Hong Kong trading venues; cancellations on the Hong Kong Stock Exchange take longer and will affect the timing of the final share count. Monitor the remaining cancellation timing and any future buy‑back tranche sizes over the next months.

Equity Markets Specialist

Execution across multiple exchanges shows programme scale and market impact considerations.

Repurchases occurred as "on Exchange" market purchases in the UK and as "off market" but on‑exchange trades in Hong Kong, with average prices reported per venue. These mechanics can affect intraday liquidity and price impact when volumes are large relative to normal trading volumes.

Investors should watch the announced remaining buy‑back capacity and the timing of Hong Kong cancellations for changes to the free‑float and voting denominator in the near term.

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

8 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:	8 October 2025
Number of ordinary shares of US$0.50 each purchased:	500,000
Highest price paid per share:	£10.6720
Lowest price paid per share:	£10.4980
Volume weighted average price paid per share:	£10.6251

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:	8 October 2025
Number of ordinary shares of US$0.50 each purchased:	1,624,400
Highest price paid per share:	HK$110.5000
Lowest price paid per share:	HK$109.3000
Volume weighted average price paid per share:	HK$109.7893

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 171,591,550 ordinary shares for a total consideration of approximately US$2,257.9m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,250,351,238 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 17,250,351,238 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/6281C_1-2025-10-8.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: 08 October 2025

FAQ

How many shares has HSBC (HBCYF) repurchased under the buy‑back program?

HSBC has repurchased 171,591,550 ordinary shares since the program commenced.

What is the total cost of HSBC's share repurchases to date?

The total consideration for repurchased shares is approximately $2,257.9m.

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

Following cancellation of UK‑venue repurchases the issued ordinary share capital is 17,250,351,238 ordinary shares with voting rights.

Were the repurchases executed on public exchanges?

Yes. UK repurchases were "on Exchange" market purchases; Hong Kong trades were processed as "off market" under the Companies Act but occur "on Exchange" under Hong Kong rules.

Are any repurchased shares held in treasury?

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

Will there be another announcement about total voting rights?

Yes. A further announcement will be made once the Hong Kong‑exchange repurchased shares have been cancelled.