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

Rhea-AI Filing Summary

HSBC Holdings plc reports continued execution of its buy-back programme announced 31 July 2025. Since the buy-back began the Company has repurchased 149,881,233 ordinary shares for a total consideration of approximately US$1,952.7m. On 25 September 2025 HSBC purchased and cancelled 2,841,743 shares on UK venues at an average price of £10.2456 per share and 1,490,000 shares on the Hong Kong Stock Exchange at an average price of HK$106.9666.

Following cancellation of the UK-venue repurchases the Company states its issued ordinary share capital will be 17,274,711,555 voting ordinary shares with no shares held in treasury. Cancellation of shares bought on the Hong Kong exchange is still pending and HSBC will publish a further total voting rights announcement once those cancellations are complete.

Positive

• Significant buy-back executed: 149,881,233 shares repurchased for approximately US$1,952.7m since programme start
• Share capital reduced: Following UK cancellations issued ordinary shares reported as 17,274,711,555 with no shares in treasury
• Regulatory transparency: Full trade breakdown provided under Market Abuse Regulation link

Negative

• Hong Kong cancellations pending: Cancellation of shares repurchased on the Hong Kong Stock Exchange takes longer, delaying final total voting rights

Insights

Financial Analyst

TL;DR: HSBC has completed sizeable buy‑backs totalling about US$1.95bn, reducing issued shares and reporting an updated share count after UK cancellations.

The repurchases are material in absolute terms (149.9m shares, ~US$1.95bn) and reduce the issued share base to 17,274,711,555 following UK cancellations, which modestly increases per‑share metrics for remaining holders assuming constant earnings. The disclosure confirms execution across multiple venues and provides trade-level transparency via the linked breakdown. The pending cancellation of Hong Kong repurchases delays finalization of the full post‑buyback share count.

Corporate Governance Expert

TL;DR: Buy‑back is being conducted in line with market rules; Company provides shareholder denominator and trade transparency.

HSBC states repurchases were implemented as "on Exchange" market purchases on UK venues and as "off market" but on‑exchange transactions in Hong Kong under local rules. The filing supplies the updated voting share denominator for FCA notification purposes and links to a full trade breakdown to satisfy Market Abuse Regulation disclosure obligations. The delayed cancellation timing for Hong Kong trades is explicitly disclosed, ensuring compliance while final voting rights await completion.

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

25 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:	25 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,841,743
Highest price paid per share:	£10.2880
Lowest price paid per share:	£10.1940
Volume weighted average price paid per share:	£10.2456

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:	25 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,490,000
Highest price paid per share:	HK$107.6000
Lowest price paid per share:	HK$106.4000
Volume weighted average price paid per share:	HK$106.9666

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 149,881,233 ordinary shares for a total consideration of approximately US$1,952.7m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,274,711,555 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 17,274,711,555 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/8965A_1-2025-9-25.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: 25 September 2025

FAQ

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

HSBC has repurchased 149,881,233 ordinary shares since the buy‑back announced on 31 July 2025.

What is the total consideration HSBC paid for the repurchased shares?

The total consideration for all repurchased shares is approximately US$1,952.7m.

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

Following cancellation of the UK‑venue repurchases the issued ordinary share capital is 17,274,711,555 ordinary shares with voting rights.

Were the repurchases executed on public exchanges?

Yes. Repurchases on UK Venues were implemented as on Exchange market purchases; Hong Kong trades were executed as off‑market for UK law but constitute on‑exchange transactions under Hong Kong rules.

Where can I find a full breakdown of the individual trades?

A full breakdown of individual trades made by Merrill Lynch on behalf of HSBC is available at the link provided in the filing: http://www.rns-pdf.londonstockexchange.com/rns/8965A_1-2025-9-25.pdf.