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

Rhea-AI Filing Summary

HSBC Holdings plc reports continued progress on the buy‑back it announced on 31 July 2025. Since the programme began the company has repurchased 180,042,451 ordinary shares for a total consideration of approximately US$2,370.9m. On 10 October 2025 HSBC bought and cancelled 2,314,501 shares on UK venues at an average price of £10.0332 and 1,534,000 shares on the Hong Kong Stock Exchange at an average price of HK$103.0620.

After cancelling the UK‑venue purchases the company’s issued ordinary share capital is 17,245,456,737 ordinary shares with voting rights; there are no shares held in treasury. Cancellation of Hong Kong repurchases takes longer and a further announcement on total voting rights will follow once those shares are cancelled.

Positive

• 180,042,451 shares repurchased demonstrating active capital return under the announced buy‑back
• Total consideration ~US$2,370.9m showing material cash allocated to share repurchases
• Issued share capital reduced to 17,245,456,737 after UK cancellations, increasing per‑share ownership
• Repurchases executed across multiple regulated venues (London, Hong Kong), indicating broad execution

Negative

• Hong Kong repurchases not yet cancelled, delaying final voting‑rights figure and full capital‑structure effect

Insights

Capital Structure Analyst

TL;DR: HSBC has repurchased 180.0M shares for ~US$2.37B, reducing issued shares to 17.245B after UK cancellations.

The buy‑back reduces the number of outstanding shares, which mechanically increases each remaining share's proportionate ownership and may modestly support per‑share metrics. The repurchases reported include US$2,370.9m of consideration and concrete executed volumes on both UK and Hong Kong venues.

Execution timing differs by venue: UK cancellations are complete and reflected in the updated denominator of 17,245,456,737 shares, while Hong Kong cancellations are pending, delaying the final voting‑rights tally. Watch for the follow‑up announcement once Hong Kong cancellations are processed.

Market Microstructure Specialist

TL;DR: Purchases were carried out as on‑exchange market transactions across multiple venues, consistent with market‑buy and regulatory frameworks.

Trades on London venues were implemented as on Exchange and as market purchases under the Companies Act 2006, and Hong Kong trades are treated as on‑market under Hong Kong listing rules. This suggests liquidity‑sensitive execution across several order books to limit market impact.

Investors can consult the full trade breakdown provided under Article 5(1)(b) of the Market Abuse Regulation for trade‑level detail; that disclosure will clarify timing, sizes, and potential price impact during the programme.

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

10 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:	10 October 2025
Number of ordinary shares of US$0.50 each purchased:	2,314,501
Highest price paid per share:	£10.0820
Lowest price paid per share:	£9.9640
Volume weighted average price paid per share:	£10.0332

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:	10 October 2025
Number of ordinary shares of US$0.50 each purchased:	1,534,000
Highest price paid per share:	HK$103.7000
Lowest price paid per share:	HK$102.2000
Volume weighted average price paid per share:	HK$103.0620

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 180,042,451 ordinary shares for a total consideration of approximately US$2,370.9m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,245,456,737 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 17,245,456,737 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/9903C_1-2025-10-10.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: 10 October 2025

FAQ

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

HSBC has repurchased 180,042,451 ordinary shares since the buy‑back commenced.

What is the total cost of HSBC's repurchases so far?

The repurchases total approximately US$2,370.9m in consideration.

What is HSBC's issued share capital after the recent cancellations?

Following cancellation of the UK‑venue purchases, issued ordinary share capital is 17,245,456,737 shares with voting rights.

Were the repurchases executed on regulated exchanges?

Yes. Trades on UK venues were executed as on Exchange market purchases; Hong Kong trades are reported as on‑market under Hong Kong listing rules.

Are all repurchased shares already cancelled?

No. Shares repurchased on UK venues have been cancelled; shares bought on the Hong Kong Stock Exchange require additional time before cancellation and a further announcement will follow.

Where can I find the detailed trade breakdown for the repurchases?

A full breakdown under Article 5(1)(b) of the Market Abuse Regulation is available at the provided RNS link for trade‑level details.