HSBC buy-back: 59.6M shares bought for US$751.8M, voting stock updated

Rhea-AI Filing Summary

HSBC Holdings plc reports purchases and cancellations of its ordinary shares under the buy-back announced 31 July 2025. Since the programme began the company has repurchased 59,596,989 ordinary shares for approximately US$751.8 million. On 21 August 2025 HSBC purchased and cancelled 2,292,789 shares on UK venues at an average price of £9.6416 and 1,414,400 shares on the Hong Kong Stock Exchange at an average price of HK$100.6947. Following cancellation of the UK-repurchase tranche, HSBC's issued ordinary share capital comprises 17,359,051,883 ordinary shares with voting rights; Hong Kong-cancelled shares will be reflected once cancellation completes.

The announcement confirms the trades were made on Exchange or as market purchases under applicable rules and provides a link to a full breakdown of individual trades executed by Merrill Lynch International on HSBC’s behalf.

Positive

• Repurchased 59,596,989 shares demonstrating active capital return to shareholders
• Total consideration ~US$751.8M, indicating significant buy-back scale
• Issued share count updated to 17,359,051,883, providing clarity for shareholding thresholds
• Full trade breakdown link provided, supporting regulatory transparency

Negative

• None.

Insights

Equity Capital Markets Analyst

TL;DR: HSBC executed a sizeable buy-back, repurchasing ~59.6M shares for ~US$751.8M, reducing issued share count and returning capital to shareholders.

The buy-back is material in absolute terms and signals management's willingness to deploy surplus capital to reduce share count. The announced cancellations on UK venues immediately lower the issued share base to 17,359,051,883, which increases remaining shareholders' proportional ownership. Transactions were executed across London and Hong Kong markets with specified average prices, and Merrill Lynch International acted as the broker. The disclosure complies with market rules and references a full trade breakdown link, supporting transparency. Impact on EPS or capital ratios is not provided in the filing.

Corporate Governance Specialist

TL;DR: The repurchase program follows regulatory processes and includes timely disclosure of cancellations and voting-rights denominator.

HSBC clarifies legal treatment of UK and Hong Kong trades and provides the updated denominator for disclosure thresholds (17,359,051,883). The company states there are no shares held in treasury. The filing notes Hong Kong cancellations take longer and a further announcement will follow once completed, showing governance attention to record-keeping and shareholder notification obligations. The report contains no commentary on funding source, impact on regulatory capital, or future buy-back pacing.

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

21 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:	21 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,292,789
Highest price paid per share:	£9.6860
Lowest price paid per share:	£9.5750
Volume weighted average price paid per share:	£9.6416

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:	21 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,414,400
Highest price paid per share:	HK$101.1000
Lowest price paid per share:	HK$100.3000
Volume weighted average price paid per share:	HK$100.6947

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 59,596,989 ordinary shares for a total consideration of approximately US$751.8m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,359,051,883 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 17,359,051,883 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/3357W_1-2025-8-21.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: 21 August 2025

FAQ

How many shares has HSBC (HSBC) repurchased under the buy-back announced 31 July 2025?

HSBC has repurchased 59,596,989 ordinary shares since the buy-back commenced.

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

The company paid approximately US$751.8 million in total for the repurchased shares.

What is HSBC’s updated issued ordinary share capital after UK cancellations?

Following cancellation of shares repurchased on UK venues, HSBC's issued ordinary share capital is 17,359,051,883 ordinary shares with voting rights.

Which venues were used for the repurchases and how were they treated legally?

Repurchases on London venues (including LSE, Aquis, Cboe, Turquoise) were 'on Exchange' and 'market purchases' under the Companies Act 2006; Hong Kong trades were 'off market' under the Companies Act but 'on Exchange' for Hong Kong listing rules.

Who executed the trades for HSBC and where can I find the full trade breakdown?

Merrill Lynch International executed the trades on HSBC’s behalf; a full breakdown is available via the provided link to the RNS PDF.