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

Rhea-AI Filing Summary

HSBC Holdings plc has continued its buy-back programme announced 31 July 2025, purchasing and cancelling shares on 15 August 2025 across UK and Hong Kong venues. On UK venues the company bought 2,669,535 ordinary shares at an average price of £9.4527 per share. On the Hong Kong Stock Exchange it bought 1,500,400 ordinary shares at an average price of HK$100.1946 per share. Since the programme began the company has repurchased 43,047,410 ordinary shares for total consideration of approximately US$540.4m. Following cancellation of the UK-repurchased shares, HSBC's issued ordinary share capital is 17,368,701,462 shares with voting rights; Hong Kong-repurchased shares are pending cancellation and a further total voting rights announcement will follow once cancelled. A full trade breakdown by Merrill Lynch is available via the provided link.

Positive

• Repurchases of 43,047,410 shares demonstrating active capital return
• Total consideration ~US$540.4m indicating material buy-back size
• Issued share capital reduced to 17,368,701,462 following UK share cancellations, lowering share count

Negative

• Cancellation of Hong Kong-repurchased shares is pending, delaying final voting rights and denominator confirmation

Insights

Corporate Finance Specialist

TL;DR: HSBC is executing a material buy-back, reducing share count and returning about US$540m to shareholders since start of the programme.

The reported purchases show active execution of the buy-back announced 31 July 2025. Repurchasing 43,047,410 shares for ~US$540.4m is a tangible capital return that reduces the company’s outstanding share base, which can modestly increase EPS if earnings remain stable. The disclosure specifies on-exchange execution in the UK and on-market treatment in Hong Kong, with cancellation timing differing by venue; this affects when the formal share count and voting rights denominator are updated. The announcement follows regulatory requirements by providing a trade breakdown link and a new total voting rights figure for UK-cancelled shares.

Securities & Markets Lawyer

TL;DR: The notice complies with market rules and MAReg disclosure; different legal treatments across venues delay final capitalization figures.

HSBC confirms repurchases as "on Exchange" and "market purchases" in the UK and as "off market" but on-exchange under Hong Kong rules, aligning with Companies Act 2006 and Hong Kong listing rules. The firm provides the standard Market Abuse Regulation trade breakdown link, satisfying transparency obligations. The staggered cancellation process—UK shares cancelled promptly while Hong Kong purchases take longer—creates a temporary discrepancy in the public denominator for disclosure purposes until all 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 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

15 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:	15 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,669,535
Highest price paid per share:	£9.5310
Lowest price paid per share:	£9.3570
Volume weighted average price paid per share:	£9.4527

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:	15 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,500,400
Highest price paid per share:	HK$101.0000
Lowest price paid per share:	HK$99.6500
Volume weighted average price paid per share:	HK$100.1946

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 43,047,410 ordinary shares for a total consideration of approximately US$540.4m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,368,701,462 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 17,368,701,462 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/6019V_1-2025-8-15.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: 15 August 2025

FAQ

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

HSBC has repurchased 43,047,410 ordinary shares since the buy-back commenced on 31 July 2025.

What is the total consideration HSBC paid for the repurchased shares?

The total consideration for the repurchased shares is approximately US$540.4 million.

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

Following cancellation of the UK-repurchased shares, HSBC's issued ordinary share capital is 17,368,701,462 ordinary shares with voting rights.

Were the buy-backs executed on-exchange or off-market?

Repurchases on UK Venues were executed as on Exchange market purchases; Hong Kong Stock Exchange repurchases were executed as off market for Companies Act purposes but are "on Exchange" under Hong Kong listing rules.

Where can I find the detailed breakdown of individual trades made for HSBC's buy-back?

A full breakdown of individual trades by Merrill Lynch is available at the link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/6019V_1-2025-8-15.pdf.