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

Rhea-AI Filing Summary

HSBC Holdings plc has reported purchases and cancellations of ordinary shares under the buy-back announced 31 July 2025. On 27 August 2025 the company repurchased 2,330,836 shares on UK venues at an average price of £9.5607 and 1,508,400 shares on the Hong Kong Stock Exchange at an average price of HK$100.4941. Since the programme began the group has repurchased 72,026,460 ordinary shares for total consideration of approximately US$912.6m. After cancellation of UK-venue repurchases, issued share capital is 17,352,482,812 ordinary shares with voting rights; Hong Kong repurchases are pending cancellation and will be reflected in a further voting-rights announcement.

Positive

• Material buy-back executed: 72,026,460 shares repurchased for approximately US$912.6m since programme start
• Share count reduced: Issued ordinary share capital reported as 17,352,482,812 after UK cancellations
• Venue transparency: Average execution prices disclosed for UK (£9.5607) and Hong Kong (HK$100.4941) trades
• Regulatory disclosure: Full trade breakdown provided via link and company contact details included

Negative

• Pending cancellations: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, so final voting-rights figure is incomplete
• Capital deployment: Approximately US$912.6m deployed to buy-backs reduces corporate liquidity/capital available for other uses (amount disclosed)

Insights

Financial Analyst

TL;DR: HSBC has executed a sizeable buy-back, reducing share count and returning about US$912.6m to shareholders, which is a material capital deployment.

The repurchase of 72,026,460 shares for ~US$912.6m is a clear capital-return action and will reduce outstanding shares once all cancellations complete. The announced post-cancellation issued share capital of 17,352,482,812 provides a new denominator for disclosure rules. The split execution across UK and Hong Kong venues and the disclosure of per-venue average prices improve transparency on execution costs.

Corporate Governance Expert

TL;DR: The company followed market and legal protocols for on-Exchange purchases and provided disclosure links, supporting regulatory and shareholder transparency.

HSBC states UK repurchases were implemented as "on Exchange" and as "market purchases" under the Companies Act 2006, while Hong Kong trades are treated as on-Exchange under Hong Kong listing rules but require longer cancellation processing. The company published a trade breakdown link and provided contact details for shareholder enquiries, aligning with disclosure best practices.

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

27 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:	27 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,330,836
Highest price paid per share:	£9.6440
Lowest price paid per share:	£9.5110
Volume weighted average price paid per share:	£9.5607

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:	27 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,508,400
Highest price paid per share:	HK$100.8000
Lowest price paid per share:	HK$100.1000
Volume weighted average price paid per share:	HK$100.4941

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 72,026,460 ordinary shares for a total consideration of approximately US$912.6m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,352,482,812 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 17,352,482,812 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/9341W_1-2025-8-27.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: 27 August 2025

FAQ

How many shares has HSBC (HSBC) repurchased under the buy-back so far?

72,026,460 ordinary shares have been repurchased since the buy-back commenced on 31 July 2025.

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

Approximately US$912.6m in total consideration for the repurchased shares to date.

What is HSBC's issued share capital after cancellations of UK repurchases?

Following cancellation of UK-venue repurchases, issued ordinary share capital is 17,352,482,812 ordinary shares with voting rights.

Were the repurchases executed on regulated exchanges?

Yes. UK repurchases were "on Exchange" and treated as market purchases under the Companies Act 2006; Hong Kong trades are on the Hong Kong Stock Exchange and treated as on-Exchange under Hong Kong listing rules.

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

A full breakdown of individual trades made by Merrill Lynch on behalf of HSBC is available at http://www.rns-pdf.londonstockexchange.com/rns/9341W_1-2025-8-27.pdf.