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

Rhea-AI Filing Summary

HSBC Holdings plc reports ongoing share repurchases under the buy-back announced 31 July 2025. On 2 October 2025 the company purchased and cancelled 866,082 ordinary shares on UK Venues at an average price of £10.5633 per share and 1,488,400 ordinary shares on the Hong Kong Stock Exchange at an average price of HK$110.4421 per share.

Since the buy-back began the Company has repurchased 165,096,663 ordinary shares for a total consideration of approximately US$2,165.8 million. After cancelling the UK Venues repurchases, the Company states its issued ordinary share capital equals 17,252,241,725 ordinary shares with voting rights; there are no shares held in treasury. Cancellation of the Hong Kong-repurchased shares is pending and a further total voting rights announcement will follow once those cancellations are complete.

Positive

• Substantial buy-back scale: 165,096,663 shares repurchased representing approximately US$2,165.8m of consideration.
• Post-cancellation transparency: Issued ordinary share capital after UK cancellations provided as 17,252,241,725 shares for voting-rights calculations.
• Venue and legal clarity: Repurchases are described as "on Exchange" and "market purchases" under relevant rules, and a full trade breakdown link is supplied.

Negative

• Pending cancellations: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, so the total voting-rights denominator may change.
• Limited financial impact detail: The filing reports buy-back volumes and costs but does not disclose the proportion of outstanding shares repurchased relative to total issued prior to the program in this notice.

Insights

Securities Analyst

TL;DR: HSBC is actively reducing share count via a material buy-back, repurchasing 165.1m shares for ~US$2.17bn so far.

The filings provide clear transactional detail for on-exchange UK purchases and on-market Hong Kong purchases executed through Merrill Lynch. The disclosure quantifies cumulative repurchases and gives a post-cancellation issued share count for UK-cancelled shares, which helps shareholders calculate ownership percentages. The announcement also notes procedural timing differences for cancellations between UK and Hong Kong venues; that timing detail is relevant for short-term registry and voting denominator calculations. All figures reported are transaction-level and non-speculative.

Corporate Governance Specialist

TL;DR: Governance disclosure is compliant and provides voting-rights denominator and links to full trade breakdown.

HSBC cites the Market Abuse Regulation requirement and supplies a link to a full breakdown of individual trades executed by Merrill Lynch, satisfying transparency norms for buy-backs. The statement that repurchases are implemented as "on Exchange" and as "market purchases" under the Companies Act 2006 clarifies the legal basis. The notice that cancelled Hong Kong trades take longer is appropriately highlighted so shareholders know the denominator may change once those cancellations complete.

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

2 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:	2 October 2025
Number of ordinary shares of US$0.50 each purchased:	866,082
Highest price paid per share:	£10.5960
Lowest price paid per share:	£10.5440
Volume weighted average price paid per share:	£10.5633

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:	2 October 2025
Number of ordinary shares of US$0.50 each purchased:	1,488,400
Highest price paid per share:	HK$110.8000
Lowest price paid per share:	HK$109.8000
Volume weighted average price paid per share:	HK$110.4421

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 165,096,663 ordinary shares for a total consideration of approximately US$2,165.8m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,252,241,725 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 17,252,241,725 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/8970B_1-2025-10-2.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: 02 October 2025

FAQ

How many shares has HSBC (HBCYF) repurchased under the buy-back so far?

HSBC has repurchased 165,096,663 ordinary shares for approximately US$2,165.8 million since the buy-back began.

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

Following cancellation of the shares repurchased on UK Venues, issued ordinary share capital is 17,252,241,725 ordinary shares with voting rights.

What were the October 2, 2025 repurchase details on UK and Hong Kong venues?

On 2 October 2025 HSBC repurchased 866,082 shares on UK Venues at an average price of £10.5633 and 1,488,400 shares on the Hong Kong Stock Exchange at an average price of HK$110.4421.

Why might the voting-rights denominator change after this announcement?

Cancellation of shares bought on the Hong Kong Stock Exchange takes longer than UK cancellations; once those are cancelled HSBC will announce an updated total voting-rights figure.

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

A full breakdown is available via the link provided in the filing: http://www.rns-pdf.londonstockexchange.com/rns/8970B_1-2025-10-2.pdf.