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

Rhea-AI Filing Summary

HSBC Holdings plc reports purchases for cancellation of ordinary shares as part of the buy-back announced 31 July 2025. On 1 September 2025 the company repurchased 2,307,003 shares on UK Venues at an average price of £9.5239 and 1,643,600 shares on the Hong Kong Stock Exchange at an average price of HK$100.0228. Since the buy-back began the company has repurchased 84,499,914 ordinary shares for a total consideration of approximately US$1,072.8m. Following cancellation of the UK Venues purchases, issued ordinary share capital will be 17,345,187,358 ordinary shares with voting rights; Hong Kong repurchases are still being processed for cancellation and a further total voting rights announcement will follow once complete.

Insights

Financial Analyst

TL;DR HSBC has executed a material share buy-back totalling ~84.5m shares costing ~US$1.07bn, reducing issued share capital.

The buy-back activity described is sizeable in absolute terms and signals capital return to shareholders. The filing confirms exchange execution across UK and Hong Kong venues and provides updated issued share capital following cancellation of UK trades. The disclosure of aggregate shares repurchased and total consideration allows straightforward recalculation of average buy-back price and potential EPS impact once Hong Kong cancellations complete.

Corporate Governance Expert

TL;DR Disclosure meets market rules: venue-level details, cancellation status, and voting-rights denominator provided.

The report includes the necessary market-by-market treatment (on-Exchange versus off-market as defined locally) and supplies the updated voting-rights denominator for shareholder notification thresholds. It also references the full trade breakdown linkage as required under MAR. Remaining Hong Kong cancellations are noted, and the company commits to a follow-up disclosure when 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 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

1 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:	1 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,307,003
Highest price paid per share:	£9.5460
Lowest price paid per share:	£9.4830
Volume weighted average price paid per share:	£9.5239

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:	1 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,643,600
Highest price paid per share:	HK$100.4000
Lowest price paid per share:	HK$99.7500
Volume weighted average price paid per share:	HK$100.0228

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 84,499,914 ordinary shares for a total consideration of approximately US$1,072.8m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,345,187,358 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 17,345,187,358 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/5344X_1-2025-9-1.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: 01 September 2025