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

Rhea-AI Filing Summary

HSBC Holdings plc continued the buy-back it announced on 31 July 2025 by purchasing on 1 August 2025 a total of 4,919,774 ordinary shares for cancellation. Purchases were split between UK venues (2,494,974 shares, VWAP £9.1864, high £9.2800, low £9.0880) and the Hong Kong Stock Exchange (2,424,800 shares, VWAP HK$95.5792, high HK$95.95, low HK$95.05). Aggregate consideration for the programme to date is approximately US$59.7 million.

HSBC also cancelled 18,336,400 shares previously awaiting cancellation. Following today’s repurchases and cancellations, issued ordinary share capital falls to 17,399,874,813 voting shares, with no shares held in treasury. Additional voting-rights disclosure will follow once Hong Kong–venue shares are cancelled.

The action modestly reduces the share count (≈0.15%) and underscores management’s intent to return excess capital to shareholders while maintaining regulatory compliance across both UK and Hong Kong markets.

Positive

• Capital return: US$59.7 m deployed toward shareholder buy-backs, reinforcing commitment to distribute excess capital.
• Share cancellation: 26.8 m shares removed from circulation (repurchased plus prior backlog), marginally improving EPS and ROE metrics.
• No treasury shares outstanding: Simplifies capital structure and eliminates overhang risk.

Negative

• Scale is immaterial: Reduction of ~0.15% in share count delivers negligible earnings accretion.
• Ongoing dilution risk remains: With 17.4 bn shares still outstanding, further buy-backs required for meaningful impact.

Insights

Financial Analyst

TL;DR: Modest buy-back shows capital flexibility; impact on EPS immaterial today but signals ongoing shareholder returns.

HSBC spent US$59.7 m to buy back 4.9 m shares—about 0.03% of its £60 bn market cap. While the absolute EPS uplift is negligible, steady daily repurchases indicate unused capital buffers after the 2025 stress tests. Cancellation of 18.3 m previously repurchased shares lowers dilution risk and cleans up the share register. The absence of treasury stock simplifies future capital metrics. Overall direction is shareholder-friendly but not transformational.

Portfolio Manager

TL;DR: Positive signal; scale too small to change valuation, but confirms HSBC’s capital-return path.

The reduced float (≈26 m shares cancelled and bought) trims shares outstanding by less than 0.15%, a rounding error against 17.4 bn shares. Nonetheless, continuation of the programme could absorb daily market liquidity and lend price support around £9/HK$96. Importantly, management is executing across both jurisdictions without creating treasury overhang. I view the disclosure as marginally positive, mainly for sentiment.

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

1 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:	1 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,494,974
Highest price paid per share:	£9.2800
Lowest price paid per share:	£9.0880
Volume weighted average price paid per share:	£9.1864

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:	1 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,424,800
Highest price paid per share:	HK$95.9500
Lowest price paid per share:	HK$95.0500
Volume weighted average price paid per share:	HK$95.5792

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 1 August 2025, the Company has repurchased 4,919,774 ordinary shares for a total consideration of approximately US$59.7m.

On 1 August 2025, 18,336,400 ordinary shares of US$0.50 each were cancelled which were awaiting cancellation having been repurchased on the Hong Kong Stock Exchange previously under the Company's buy-back announced on 6 May 2025. Following the cancellation of those shares and following the cancellation of shares repurchased on the UK Venues today, the Company's issued ordinary share capital will consist of 17,399,874,813 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 17,399,874,813 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/7169T_1-2025-8-1.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: 01 August 2025

FAQ

How many HSBC (HSBC) shares were repurchased on 1 August 2025?

The company bought 4,919,774 ordinary shares—2,494,974 on UK venues and 2,424,800 on the Hong Kong Stock Exchange.

What prices did HSBC pay in the latest buy-back?

VWAPs were £9.1864 per share in the UK and HK$95.5792 in Hong Kong.

How has the buy-back affected HSBC’s share count?

After cancellations, issued share capital stands at 17,399,874,813 voting shares, with no treasury shares.

What is the total value spent on HSBC’s current buy-back programme?

Since commencement, HSBC has spent approximately US$59.7 million.

Will there be further updates on voting rights?

Yes. A separate announcement will be released once Hong Kong repurchased shares are formally cancelled.