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

Rhea-AI Filing Summary

HSBC Holdings plc reports purchases of its ordinary shares under the buy-back announced 31 July 2025. On 30 September 2025 the Company bought and cancelled 2,121,487 shares on UK Venues at an average price of A310.4635 and 1,490,000 shares on the Hong Kong Stock Exchange at an average of HK$108.7682. Since the buy-back began HSBC has repurchased 160,651,292 ordinary shares for approximately US$2,102.7 million. After cancelling the UK Venues purchases the Companys issued ordinary share capital is 17,255,198,696 shares with voting rights and there are no shares held in treasury. Cancellation of the Hong Kong trades is pending and a further total voting rights announcement will follow once those shares are cancelled. A full breakdown of individual trades executed by Merrill Lynch is available via the provided link.

Positive

• Repurchases totaling 160,651,292 shares demonstrate a material capital return program
• Total consideration ~US$2,102.7m indicates substantial deployment of capital to buy-backs
• Post-cancellation issued share count 17,255,198,696 provides clarity for shareholder notification calculations
• No ordinary shares held in treasury, simplifying capital structure

Negative

• Cancellation of Hong Kong-repurchased shares is pending, so final share count and immediate dilution impact remain incomplete

Insights

Financial Analyst

TL;DR: Significant buy-back reducing share count by 160.7m shares, costing ~US$2.1bn, which is likely earnings-per-share accretive.

HSBCs repurchases to date—160,651,292 shares for ~US$2,102.7m—represent a sizeable capital return and will reduce the share base once all cancellations complete. The immediate effect is mechanical EPS accretion assuming earnings remain steady. The announced post-cancellation issued share count of 17,255,198,696 provides a clear denominator for ownership calculations. The buy-back execution across multiple venues (UK Venues and Hong Kong) demonstrates program scale and cross-listing coordination, though final impact depends on completion of Hong Kong cancellations.

Corporate Governance Expert

TL;DR: The buy-back follows proper market and legal procedures, with segmented handling of UK and Hong Kong trades and disclosure of voting-rights denominator.

HSBC specifies that UK transactions are "on Exchange" and market purchases under the Companies Act 2006 and that Hong Kong trades are treated as "off market" under UK law but "on Exchange" under Hong Kong rules, which aligns with cross-jurisdictional compliance. The filing discloses the post-cancellation issued share capital and confirms no treasury shares, aiding transparency for investor notification obligations. The delayed cancellation timing for Hong Kong trades is noted and a follow-up disclosure is promised.

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

30 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:	30 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,121,487
Highest price paid per share:	£10.5080
Lowest price paid per share:	£10.4060
Volume weighted average price paid per share:	£10.4635

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:	30 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,490,000
Highest price paid per share:	HK$109.2000
Lowest price paid per share:	HK$108.2000
Volume weighted average price paid per share:	HK$108.7682

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 160,651,292 ordinary shares for a total consideration of approximately US$2,102.7m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,255,198,696 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 17,255,198,696 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/4938B_1-2025-9-30.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: 30 September 2025

FAQ

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

HSBC has repurchased 160,651,292 ordinary shares since the buy-back commenced on 31 July 2025.

What is the total cost of HSBCs repurchases to date?

The total consideration for repurchases to date is approximately US$2,102.7 million.

What is HSBCs issued ordinary share capital after the UK cancellations?

Following cancellation of the UK Venues purchases, HSBCs issued ordinary share capital is 17,255,198,696 ordinary shares with voting rights.

Were the repurchases executed on recognised exchanges?

Yes. Repurchases were executed on UK Venues (London Stock Exchange, Aquis, Cboe Europe, Turquoise) and on The Stock Exchange of Hong Kong Limited; UK trades are "on Exchange" market purchases, Hong Kong trades are "off market" under the Companies Act but "on Exchange" for Hong Kong rules.

Are there any ordinary shares held in treasury after these repurchases?

No. The announcement states there are no ordinary shares held in treasury.

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

A full breakdown of individual trades made by Merrill Lynch is available at the link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/4938B_1-2025-9-30.pdf.