HSBC buys 1.37M shares on HKEX; issued shares now 17.36B (post-UK cancellations)

Rhea-AI Filing Summary

HSBC Holdings plc reported share repurchases under its buy-back announced 31 July 2025. On 25 August 2025 the company purchased for cancellation 1,370,400 ordinary shares on the Hong Kong Stock Exchange at prices between HK$101.40 and HK$102.10, with an average price of HK$101.7775. Since the buy-back began, HSBC has repurchased 64,351,475 ordinary shares for approximately US$813.6 million. Following cancellation of shares repurchased on the UK venues, issued ordinary share capital will be 17,357,102,197 shares with voting rights; cancellations of Hong Kong trades take longer and total voting rights will be updated after those cancellations. A full trade breakdown executed by Merrill Lynch is available at the linked RNS PDF and the announcement is on HSBC's website.

Positive

• Material buy-back executed: 64,351,475 shares repurchased since 31 July 2025 for approximately US$813.6m
• Immediate reduction in issued shares (UK venues): post-cancellation issued ordinary share capital reported at 17,357,102,197 shares
• Transaction transparency: full trade breakdown by Merrill Lynch is provided via RNS link

Negative

• Cancellation timing mismatch: shares repurchased on the Hong Kong Stock Exchange take longer to cancel, delaying a final update of total voting rights

Insights

Financial Analyst

TL;DR: HSBC is executing a sizable buy-back, reducing outstanding shares and returning roughly US$813.6m to the market so far.

The 64.4 million shares repurchased since 31 July 2025 represent a meaningful return of capital given the aggregate consideration of ~US$813.6m. The latest tranche on 25 August 2025 comprised 1.37 million shares on the Hong Kong Stock Exchange at an average of HK$101.7775. Cancellation of UK-venue repurchases is complete for the purposes of updating the issued share count to 17,357,102,197; Hong Kong cancellations remain pending which temporarily delays a final denominator for disclosure purposes. The announcement includes a link to a full trade breakdown executed by Merrill Lynch, providing transaction-level transparency.

Corporate Governance Expert

TL;DR: The buy-back follows regulatory disclosures and provides required transparency, though cross-jurisdictional cancellations delay final voting-rights reporting.

HSBC clearly states the legal treatment of Hong Kong off-market repurchases and confirms on-Exchange status for Hong Kong rules while noting Companies Act 2006 implications. The company provides the post-UK-venue issued share count for FCA disclosure calculations but flags that Hong Kong-cancelled shares are processed later, so shareholders reliant on the definitive denominator should await the follow-up announcement. The RNS link reportedly contains the detailed trade breakdown satisfying MAR disclosure requirements.

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 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  

HSBC HOLDINGS PLC

25 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.

Hong Kong Stock Exchange

Date of purchase:	25 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,370,400
Highest price paid per share:	HK$102.1000
Lowest price paid per share:	HK$101.4000
Volume weighted average price paid per share:	HK$101.7775

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.

There were no repurchases on London Stock Exchange, Aquis Exchange, Cboe Europe Limited (through the BXE and CXE order books) and/or Turquoise ("UK Venues").

Since the commencement of the buy-back announced on 31 July 2025, the Company has repurchased 64,351,475 ordinary shares for a total consideration of approximately US$813.6m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,357,102,197 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 17,357,102,197 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/5703W_1-2025-8-25.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: 25 August 2025

FAQ

How many shares has HSBC (HSBC) repurchased since the buy-back began?

HSBC has repurchased 64,351,475 ordinary shares since the buy-back commenced on 31 July 2025.

What is the total amount HSBC has spent on the buy-back so far?

The company has spent approximately US$813.6 million on repurchases to date.

What was the 25 August 2025 transaction on the Hong Kong Stock Exchange?

On 25 August 2025 HSBC purchased 1,370,400 ordinary shares on the Hong Kong Stock Exchange at an average price of HK$101.7775.

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

Following cancellation of shares repurchased on UK venues, issued ordinary share capital is 17,357,102,197 ordinary shares with voting rights.

Where can I find a full breakdown of the individual trades?

A full breakdown of individual trades executed by Merrill Lynch is available at the RNS PDF link provided in the announcement.