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

Rhea-AI Filing Summary

HSBC Holdings plc announced it purchased for cancellation ordinary shares as part of the buy-back announced 31 July 2025. On 18 August 2025 the Company repurchased 2,884,729 shares on UK venues at an average price of £9.3319 per share and 2,701,200 shares on the Hong Kong Stock Exchange at an average price of HK$99.1403 per share. Since the buy-back began, HSBC has repurchased 48,633,339 ordinary shares for total consideration of approximately US$611.0m. After cancelling the UK-venue repurchases, issued ordinary share capital is 17,365,816,733 shares with voting rights; no shares are held in treasury. Cancellation of Hong Kong-repurchased shares is pending and a further total voting rights announcement will follow once cancellation is complete.

Positive

• Material buy-back execution: Repurchased 48,633,339 shares for approximately US$611.0m since 31 July 2025
• Share capital reduction: Cancellation of UK-venue repurchases reduces issued ordinary share capital to 17,365,816,733 shares with voting rights
• Regulatory-compliant disclosure: Provides venue-specific classification and a full trade breakdown link under Market Abuse Regulation

Negative

• Pending cancellations: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, delaying final total voting rights
• Concentration of repurchases: Execution limited to specific dates/venues on 18 August 2025, which may not reflect program pacing (information limited to disclosed trades)

Insights

Corporate Governance Expert

TL;DR: HSBC is actively executing a significant share buy-back, cancelling UK-venue purchases and reducing issued share capital.

The announcement documents routine execution details of the buy-back programme initiated 31 July 2025. It provides transaction-level counts and average prices for trades executed on 18 August 2025 across UK and Hong Kong venues and confirms aggregate repurchases of 48,633,339 shares for ~US$611.0m. The company has cancelled the UK-repurchase tranche, reducing issued share capital to 17,365,816,733 shares and reports no treasury shares. The disclosure aligns with market and regulatory requirements, including Market Abuse Regulation and jurisdictional distinctions for "on Exchange" versus "off market" classifications. The pending cancellation of Hong Kong trades is noted and will affect the final total voting rights once complete.

Securities Analyst

TL;DR: The buy-back is material in size and is being executed across multiple exchanges; aggregate spend ~US$611m is disclosed.

The filing gives specific execution metrics: 2,884,729 shares on UK venues at average £9.3319 and 2,701,200 on the Hong Kong Stock Exchange at average HK$99.1403 on 18 August 2025. Cumulatively, 48,633,339 shares have been repurchased under the programme for ~US$611.0m. The company clarifies legal treatment of transactions by venue and directs readers to a full trade breakdown link. The information is operationally detailed and relevant for shareholders calculating disclosure thresholds and for monitoring dilution/capital return impacts.

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

18 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:	18 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,884,729
Highest price paid per share:	£9.3750
Lowest price paid per share:	£9.2810
Volume weighted average price paid per share:	£9.3319

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:	18 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,701,200
Highest price paid per share:	HK$99.7500
Lowest price paid per share:	HK$98.5000
Volume weighted average price paid per share:	HK$99.1403

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 48,633,339 ordinary shares for a total consideration of approximately US$611.0m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,365,816,733 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 17,365,816,733 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/7920V_1-2025-8-18.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: 18 August 2025

FAQ

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

HSBC has repurchased 48,633,339 ordinary shares since the buy-back commencement on 31 July 2025.

What is the total consideration HSBC has spent on the buy-back so far?

The Company reports total consideration of approximately US$611.0m for the repurchased shares to date.

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

Following cancellation of the UK-venue repurchases, issued ordinary share capital is 17,365,816,733 ordinary shares with voting rights.

Were the repurchases executed on-exchange or off-market?

Repurchases on UK venues were implemented as on Exchange transactions and market purchases; Hong Kong Stock Exchange repurchases were off market under the Companies Act 2006 but 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 the provided RNS PDF link: http://www.rns-pdf.londonstockexchange.com/rns/7920V_1-2025-8-18.pdf.