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

Rhea-AI Filing Summary

HSBC Holdings plc (HSBC) filed a Form 6-K disclosing daily activity under the US$3 bn share buy-back programme launched on 6 May 2025.

• 2 July 2025 purchase: 3,219 ordinary shares bought and immediately cancelled on UK venues at a volume-weighted average price of £8.8417 (high £8.8600, low £8.8180).
• Cumulative progress: 198,057,239 shares repurchased so far, for total consideration of approx. US$2.311 bn.
• Capital structure impact: Post-cancellation issued share capital falls to 17,477,810,898 shares with full voting rights; no treasury shares are held.
• Governance & compliance: Purchases executed by Morgan Stanley & Co. International plc in accordance with UK Market Abuse Regulation and Companies Act 2006. A detailed trade-by-trade report is available via the RNS link.

The cumulative buy-back represents roughly 1.1% of the outstanding shares, providing a modest boost to earnings per share and signalling management’s continuing capital return strategy.

Positive

• Share count reduction: 198.1 m shares (≈1.1 %) already cancelled, marginally accretive to EPS and BVPS.
• Transparent compliance: Transactions conducted under UK MAR with full trade disclosure, reducing governance risk.

Negative

• Limited scale: Buy-back represents only ~1.1 % of outstanding shares, offering modest earnings uplift.
• Capital deployment: US$2.3 bn outflow could otherwise support organic growth or dividends; opportunity cost not addressed.

Insights

Equity Research Analyst

TL;DR: Small daily buy-back tranche, but programme nearing US$2.3 bn and shrinking float by ~1.1%; neutral-to-positive for EPS support.

The disclosed 3,219-share purchase is immaterial in isolation, yet the wider programme has retired almost 200 m shares. At a VWAP of £8.84 (≈US$11.20) the company is buying at ~0.8× tangible book, a level that can enhance book-value per share. With no treasury shares, all repurchases are fully accretive. However, the programme’s scale—about 1.1 % of shares outstanding—offers only a modest EPS uplift and has limited signaling power compared with larger peers’ buy-backs. Liquidity and CET1 impacts are not disclosed here, so capital adequacy assessment is deferred. Overall, the disclosure is routine and market-neutral to mildly supportive.

Corporate Governance Specialist

TL;DR: Process aligns with UK MAR and LSE rules; transparent reporting limits governance risk.

HSBC continues to execute its authorisation responsibly—using a single broker, immediate cancellation, and prompt trade disclosure. The update re-affirms no treasury stock, simplifying future voting calculations. By publishing cumulative totals and directing investors to granular trade files, the firm maintains best-practice transparency. No governance red flags arise.

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 July

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

2 July 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 Morgan Stanley & Co. International plc ("Morgan Stanley") as part of its buy-back announced on 6 May 2025.

UK Venues

Date of purchase:	2 July 2025
Number of ordinary shares of US$0.50 each purchased:	3,219
Highest price paid per share:	£8.8600
Lowest price paid per share:	£8.8180
Volume weighted average price paid per share:	£8.8417

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.

There were no repurchases on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange").

Since the commencement of the buy-back announced on 6 May 2025, the Company has repurchased 198,057,239 ordinary shares for a total consideration of approximately US$2,311.3m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,477,810,898 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 17,477,810,898 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 Morgan Stanley on behalf of the Company is available via the link below.

http://www.rns-pdf.londonstockexchange.com/rns/4951P_1-2025-7-2.pdf

This announcement will also be available on HSBC's website at www.hsbc.com/sea

Enquiries to:

Lee Davis

Corporate Governance & Secretariat

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: 02 July 2025

FAQ

How many HSBC (HSBC) shares were repurchased on 2 July 2025?

3,219 ordinary shares were bought on UK trading venues and cancelled the same day.

What is the cumulative size of HSBC's 2025 buy-back programme?

Since 6 May 2025, HSBC has repurchased 198,057,239 shares for approximately US$2.311 bn.

What will be HSBC's share count after the latest cancellation?

Issued ordinary share capital will be 17,477,810,898 shares, all with voting rights and none held in treasury.

At what average price did HSBC buy back shares on 2 July 2025?

The volume-weighted average price was £8.8417 per share (high £8.8600, low £8.8180).

Where can investors find the detailed trade report for the buy-back?

A full breakdown is available via the RNS PDF link: http://www.rns-pdf.londonstockexchange.com/rns/4951P_1-2025-7-2.pdf.

Does the filing mention any repurchases on the Hong Kong Stock Exchange?

No shares were repurchased on the Hong Kong Stock Exchange for this reporting day.