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
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
28 October 2026
HSBC HOLDINGS PLC SHARE BUY-BACK
HSBC Holdings plc (“HSBC”) announces that, as outlined in its
announcement on 27 October 2026, it will commence a share buy-back
of HSBC’s ordinary shares of US$0.50 each
(“Ordinary
Shares”) for up to a
maximum consideration of US$1,000,000,000 (one billion United
States dollars) (the “Buy-back”). The purpose of the Buy-back is to reduce
HSBC’s outstanding Ordinary Shares.
HSBC has entered into non-discretionary buy-back agreements with
Goldman Sachs International (“Goldman
Sachs”) to enable the
purchase of Ordinary Shares by Goldman Sachs, acting as
principal, during the period running from 29 October 2026 and
ending no later than 19 February 2027 (subject to regulatory
approval remaining in place), for an aggregate purchase price of up
to US$1,000,000,000 (one billion United States dollars) and the
simultaneous on-sale of such Ordinary Shares by Goldman Sachs
to HSBC.
Goldman Sachs will make trading decisions in relation to the
Buy-back independently of HSBC. Any purchases of Ordinary Shares
will be carried out on the London Stock Exchange, Aquis Exchange,
Cboe Europe Limited (through the BXE and CXE order books) and/or
Turquoise (together, the "UK Venues") and/or The Stock Exchange of Hong Kong Limited
("Hong Kong
Stock Exchange").
The repurchases on the UK Venues will be implemented as "on
Exchange" transactions (as such term is defined in the rules of the
London Stock Exchange) and will be "market purchases" for the
purposes of the Companies Act 2006. The repurchases on the Hong
Kong Stock Exchange will be "off-market" for the purposes of the
Companies Act 2006 but will be transactions which occur "on
Exchange" for the purposes of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited
("Hong Kong
Listing Rules") and which
constitute an "on-market share buy-back" for the purposes of the
Hong Kong Codes on Takeovers and Mergers and Share Buy-backs
("Hong Kong
Buy-back Code").
The repurchases will take place in accordance with certain pre-set
parameters and in accordance with (and subject to limits prescribed
by) HSBC’s authority to make market purchases and off-market
purchases of its Ordinary Shares, in each case granted by its
shareholders at HSBC's annual general meeting on 8 May 2026 (the
“2026
Authority”), Chapter 9 of
the Financial Conduct Authority’s Listing Rules, Article 5(1)
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 (the "Withdrawal
Act")), the Commission
Delegated Regulation (EU) No 2016/1052 (as it forms part of
domestic law of the United Kingdom by virtue of the Withdrawal
Act), the Hong Kong Listing Rules, the Hong Kong Buy-back Code and
applicable US federal securities laws.
Ordinary Shares repurchased under the Buy-back will be
cancelled.
The maximum number of Ordinary Shares that may be repurchased under
the Buy-back is 1,669,697,533, being the number of Ordinary Shares
able to be repurchased under the 2026 Authority as reduced by the
number of Shares repurchased by HSBC since the 2026 Authority was
granted.
Investor enquiries to:
Alastair
Ryan +44 (0) 7468
703010 investorrelations@hsbc.com
Media enquiries to:
Neil Fleming +44 (0)
121 4170055 neil1.fleming@hsbc.com
Note to editors:
HSBC Holdings plc
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. HSBC serves customers worldwide from
offices in 56 countries and territories. With assets of US$3,445bn
at 30 September 2026, HSBC is one of the world’s largest
banking and financial services organisations.
ends/all
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.
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HSBC
Holdings plc
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By:
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Name:
Angela McEntee
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Title:
Group Company Secretary
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Date:
28 October 2026
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