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

Rhea-AI Filing Summary

HSBC Holdings plc reports share buy-back activity on 24 September 2025. The company purchased and cancelled 2,162,316 ordinary shares on UK venues at prices between £10.21 and £10.40 (average £10.3404) and bought 1,493,600 ordinary shares on the Hong Kong Stock Exchange at prices between HK$106.90 and HK$108.50 (average HK$107.9114). Since the buy-back began on 31 July 2025, HSBC has repurchased 145,549,490 ordinary shares for approximately US$1,893.0 million. After cancelling the UK-venue repurchases, issued ordinary share capital stands at 17,277,553,298 shares with voting rights and there are no shares held in treasury. Cancellation of the Hong Kong repurchases is pending and HSBC will announce total voting rights once those shares are cancelled.

Positive

• Large-scale repurchases: 145,549,490 ordinary shares repurchased since 31 July 2025 for approximately US$1,893.0m
• Immediate reduction in issued shares (UK cancellations): issued ordinary share capital reduced to 17,277,553,298 shares with voting rights
• No treasury shares: company confirms there are no ordinary shares held in treasury after cancellations
• Multi-venue execution: purchases completed across London and Hong Kong exchanges following local market rules

Negative

• Pending cancellations: shares repurchased on the Hong Kong Stock Exchange are not yet cancelled, so total voting-rights figures are not final

Insights

Financial Analyst

TL;DR: HSBC's repurchase of 145.5M shares for ~$1.89B materially reduces share count, supporting EPS and capital return objectives.

HSBC's buy-back activity is sizeable in absolute terms: repurchasing 145,549,490 shares for about US$1.893 billion reduces the company's outstanding shares and should be accretive to earnings per share, all else equal. The UK-venue cancellations are complete and the company reports a new issued share count of 17,277,553,298, which provides a concrete denominator for disclosure rules. The remaining Hong Kong trades require additional processing time, so full share count and voting-rights impact will be final once those cancellations are processed. The disclosed per-share price ranges allow assessment of execution relative to market levels during execution.

Corporate Governance Expert

TL;DR: The buy-back follows disclosed procedures and market rules, but delayed cancellation of Hong Kong trades leaves a short-term disclosure gap.

HSBC executed purchases across multiple regulated venues and notes the legal characterization differs by market ("on Exchange" and "off market" as defined locally). The company has provided the post-cancellation issued share count and confirmed no treasury shares, meeting transparency expectations. However, because cancellations of Hong Kong-executed repurchases take longer, shareholders should note the company will update total voting rights once those cancellations complete; this represents an administrative timing issue rather than a governance breach.

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

24 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:	24 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,162,316
Highest price paid per share:	£10.4000
Lowest price paid per share:	£10.2100
Volume weighted average price paid per share:	£10.3404

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:	24 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,493,600
Highest price paid per share:	HK$108.5000
Lowest price paid per share:	HK$106.9000
Volume weighted average price paid per share:	HK$107.9114

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 145,549,490 ordinary shares for a total consideration of approximately US$1,893.0m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,277,553,298 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 17,277,553,298 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/7049A_1-2025-9-24.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: 24 September 2025

FAQ

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

HSBC has repurchased 145,549,490 ordinary shares since the buy-back commenced on 31 July 2025.

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

The company reports total consideration of approximately US$1,893.0 million for the repurchased shares.

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

Following cancellation of the UK-venue repurchases, issued ordinary share capital is 17,277,553,298 ordinary shares with voting rights.

Were any shares held in treasury after the repurchases?

No. The announcement states there are no ordinary shares held in treasury after the cancellations on UK venues.

Why is there a delay in final voting-rights disclosure?

Cancellation of shares repurchased on the Hong Kong Stock Exchange takes longer; HSBC will announce total voting rights once those shares have been cancelled.