HSBC updates share buy-back details; issued shares now 17.35B after UK cancellations

Rhea-AI Filing Summary

HSBC Holdings plc filed an amended report updating its "Transaction in Own Shares" notice. On 28 August 2025 the company bought for cancellation 2,313,934 ordinary shares on UK Venues at a volume weighted average price of £9.5572 and 1,527,600 ordinary shares on the Hong Kong Stock Exchange at a volume weighted average price of HK$100.2983. Since the buy-back began (announced 31 July 2025) HSBC has repurchased 75,867,994 ordinary shares for approximately US$962.1 million. After cancelling the UK Venues trades, issued share capital is 17,350,168,878 ordinary shares with voting rights; Hong Kong cancellations take longer and a further notice will follow. A full breakdown of individual trades by Merrill Lynch is linked in the filing.

Positive

• Material buy-back progress: 75,867,994 shares repurchased for approximately US$962.1m since program start
• Share cancellation completed for UK trades: issued ordinary share capital reduced to 17,350,168,878 voting shares
• Transparency: full breakdown of individual trades by Merrill Lynch is made available via a link

Negative

• Hong Kong cancellations pending: shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, delaying final voting-rights reconciliation

Insights

Corporate Governance Expert

TL;DR: HSBC is progressing a material share buy-back, reducing issued shares and providing trade transparency; some cancellations remain pending in Hong Kong.

The amendment clarifies executed volumes, prices and the updated issued share count after UK cancellations. The company discloses a full trade breakdown via an external link, supporting transparency and compliance with market-abuse rules. The outstanding Hong Kong cancellations delay final voting-rights reconciliation but do not alter the disclosed cumulative repurchases to date. For governance, the clear statement of no treasury shares and the updated denominator for disclosure rules are important for shareholder notification thresholds.

Securities Analyst

TL;DR: A ~US$962m buy-back across venues and 75.9m shares repurchased reduces share count and signals capital return to shareholders.

The filing quantifies executed trades on UK and Hong Kong venues with VWAPs and volumes, and reports a cumulative repurchase tally. Cancellation of UK trades has already reduced the issued share base to 17,350,168,878; Hong Kong cancellations are pending. The size and cross-listed execution indicate an active, multi-venue program; investors can use the provided trade breakdown to assess timing and execution quality.

FORM 6-K/A

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 August

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  

The following amendments have been made to the ' Transaction in Own Shares' announcement released on 28 August 2025 at 17:55 UKT under London Stock Exchange.

The amendments are as follows:

●         Under the heading 'UK Venues', the number of ordinary shares purchased and the volume weighted average price paid per share, has changed.

●         The total number of ordinary shares repurchased and total consideration since the commencement of the announcement has changed.

●         The Company's issued ordinary share capital number has changed.

●         The attachment of full breakdown of the individual trades made by Merrill Lynch on behalf of the Company has changed.

All other details remain unchanged.

The full amended text is shown below.

HSBC HOLDINGS PLC

28 August 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:	28 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,313,934
Highest price paid per share:	£9.5880
Lowest price paid per share:	£9.5210
Volume weighted average price paid per share:	£9.5572

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:	28 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,527,600
Highest price paid per share:	HK$100.7000
Lowest price paid per share:	HK$99.8000
Volume weighted average price paid per share:	HK$100.2983

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 75,867,994 ordinary shares for a total consideration of approximately US$962.1m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,350,168,878 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 17,350,168,878 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/1370X_1-2025-8-28.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: 28 August 2025

FAQ

How many shares has HSBC repurchased under the buy-back announced 31 July 2025?

HSBC has repurchased 75,867,994 ordinary shares since the commencement of the buy-back.

What is the total consideration spent by HSBC on the buy-back so far?

The total consideration for repurchases to date is approximately US$962.1 million.

How many shares were purchased on UK and Hong Kong venues on 28 August 2025?

On 28 August 2025 HSBC purchased 2,313,934 shares on UK Venues and 1,527,600 shares on the Hong Kong Stock Exchange.

What are the volume weighted average prices (VWAP) reported for the 28 August trades?

The VWAPs reported are £9.5572 for UK Venues and HK$100.2983 for the Hong Kong Stock Exchange.

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

Following cancellation of the UK Venues trades, issued ordinary share capital is 17,350,168,878 ordinary shares with voting rights.

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

A full breakdown is available via the link provided in the filing: http://www.rns-pdf.londonstockexchange.com/rns/1370X_1-2025-8-28.pdf.