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

Rhea-AI Filing Summary

HSBC Holdings plc announced further purchases under its buy-back program announced on 31 July 2025. The company repurchased 168,967,150 ordinary shares to date for approximately $2,220.8m. On 6 October 2025 purchases included 456,373 shares on UK venues at prices between £10.5520 and £10.6740 (weighted average £10.6058) and 1,490,000 shares on the Hong Kong Stock Exchange at prices between HK$110.90 and HK$112.00 (weighted average HK$111.3379).

Following cancellation of the UK-venue repurchases, issued ordinary share capital will be 17,251,351,238 shares with voting rights and there are currently no shares held in treasury. Cancellation of the Hong Kong repurchases is still in progress and a further announcement on total voting rights will follow once those shares are cancelled.

Positive

• Repurchased 168,967,150 ordinary shares for $2,220.8m
• Issued ordinary share capital reduced to 17,251,351,238 following UK cancellations
• Detailed execution prices disclosed for UK and Hong Kong trades on 6 October 2025

Negative

• Hong Kong repurchases not yet cancelled, so total voting‑rights figure is still pending
• No shares held in treasury, meaning cancellations are permanent and reversible options are limited

Insights

Corporate Finance Analyst

Large, ongoing buy-back totaling about $2.22B reduces issued shares.

The company has repurchased 168,967,150 ordinary shares for $2,220.8m, and has cancelled the UK-venue repurchases so the issued share capital stands at 17,251,351,238 shares. This is a direct reduction in outstanding shares and will alter per-share metrics once all cancellations complete.

The remaining Hong Kong repurchases are pending cancellation; monitor the next cancellation notice for the updated voting‑rights denominator and full completion timing within the buy-back program.

Market Structure Specialist

Trades executed across UK and Hong Kong venues with both on‑exchange and off‑market mechanics.

Repurchases on UK Venues were implemented as "on Exchange" market purchases while Hong Kong transactions were processed as "off market" for Companies Act purposes but treated as on‑Exchange under Hong Kong listing rules. The announcement provides per‑trade high/low/weighted average prices for 6 October 2025, supporting transparency of execution.

Because cancellation timing differs by venue, the public voting‑rights denominator is updated only after Hong Kong cancellations complete; investors should reference the issuer's published breakdown of individual trades for granular execution data.

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

6 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:	6 October 2025
Number of ordinary shares of US$0.50 each purchased:	456,373
Highest price paid per share:	£10.6740
Lowest price paid per share:	£10.5520
Volume weighted average price paid per share:	£10.6058

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:	6 October 2025
Number of ordinary shares of US$0.50 each purchased:	1,490,000
Highest price paid per share:	HK$112.0000
Lowest price paid per share:	HK$110.9000
Volume weighted average price paid per share:	HK$111.3379

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 168,967,150 ordinary shares for a total consideration of approximately US$2,220.8m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,251,351,238 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 17,251,351,238 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/2658C_1-2025-10-6.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: 06 October 2025

FAQ

How many shares has HSBC (HBCYF) repurchased under the buy-back to date?

HSBC has repurchased 168,967,150 ordinary shares for approximately $2,220.8m.

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

After cancellation of the UK‑venue repurchases, issued ordinary share capital is 17,251,351,238 shares with voting rights.

Were the buy-back transactions carried out on exchange or off market?

UK trades were executed as on Exchange market purchases; Hong Kong trades are classed as off market under the Companies Act but as on‑Exchange under Hong Kong listing rules.

What were the execution prices on 6 October 2025?

UK Venues: high £10.6740, low £10.5520, weighted average £10.6058. Hong Kong: high HK$112.0000, low HK$110.9000, weighted average HK$111.3379.

Will HSBC update the voting‑rights figure again?

Yes. Cancellation of Hong Kong repurchases takes longer and a further announcement of total voting rights will be made once those shares have been cancelled.