HSBC buy‑back: 52.4M shares bought, issued share count updated

Rhea-AI Filing Summary

HSBC Holdings plc announced further buy‑backs under the program launched 31 July 2025, repurchasing 52,410,754 ordinary shares for about US$659.2m to date. On 19 August 2025 the company bought and cancelled 2,325,815 shares on UK venues at an average price of £9.4559 and 1,451,600 shares on the Hong Kong Stock Exchange at an average of HK$98.8462. After cancelling the UK‑venue purchases, issued ordinary share capital totals 17,363,490,918 voting shares with no shares held in treasury; Hong Kong‑exchange repurchases are pending cancellation and a further total voting rights notice will follow. A full trade breakdown by Merrill Lynch is provided via the linked RNS PDF and the announcement is on HSBC's website.

Positive

• Material capital return: Repurchases of 52,410,754 shares for approximately US$659.2m reduce outstanding share count.
• Transparency: Company provided a full trade breakdown via RNS and committed to updating total voting rights after Hong Kong cancellations.
• Cross‑market execution: Buyback implemented on London and Hong Kong exchanges, showing coordinated execution across jurisdictions.

Negative

• Pending cancellations: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, so the current issued share count excludes those shares.
• Execution cost variability: Average prices differ across venues (UK avg £9.4559; HK avg HK$98.8462), which may affect aggregate buyback efficiency.

Insights

Financial Analyst

TL;DR: HSBC is executing a sizable cross‑listed buyback, reducing share count and returning ~US$659m to shareholders so far.

The repurchase of 52,410,754 shares for ~US$659.2m is a material capital‑return action that lowers outstanding shares and modestly increases per‑share metrics if earnings remain unchanged. Purchases occurred on multiple venues (London and Hong Kong), with UK cancellations already reflected in the updated issued share count of 17,363,490,918. The separation of on‑Exchange and off‑market treatments across jurisdictions is procedural but important for timing of cancellations and disclosure. Investors should note the company disclosed trade-level detail via RNS, supporting transparency on execution.

Corporate Governance Expert

TL;DR: The buy‑back follows regulatory frameworks across markets and discloses required trade details, demonstrating compliance and board action on capital allocation.

HSBC characterises UK trades as "on Exchange" and "market purchases" under the Companies Act 2006 and Hong Kong trades as "off market" for UK law but "on Exchange" under Hong Kong rules, with buy‑backs treated as on‑market under relevant codes. The immediate update to total voting rights after UK cancellations and the commitment to a subsequent notice after Hong Kong cancellations reflect adherence to disclosure obligations. The announcement includes contact and RNS linking to detailed trade breakdowns, aligning with Market Abuse Regulation Article 5(1)(b) disclosure requirements.

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

19 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:	19 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,325,815
Highest price paid per share:	£9.4840
Lowest price paid per share:	£9.4160
Volume weighted average price paid per share:	£9.4559

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:	19 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,451,600
Highest price paid per share:	HK$99.3500
Lowest price paid per share:	HK$98.5000
Volume weighted average price paid per share:	HK$98.8462

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 52,410,754 ordinary shares for a total consideration of approximately US$659.2m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,363,490,918 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 17,363,490,918 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/9678V_1-2025-8-19.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: 19 August 2025

FAQ

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

HSBC has repurchased 52,410,754 ordinary shares since the buy‑back commenced.

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

The total consideration for repurchased shares is approximately US$659.2 million.

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

Following cancellation of UK‑venue repurchases, issued ordinary share capital is 17,363,490,918 ordinary shares with voting rights.

Were the repurchases executed on London and Hong Kong exchanges?

Yes. Repurchases were executed on UK Venues (London, Aquis, Cboe, Turquoise) and on the Hong Kong Stock Exchange.

Where can I find a full breakdown of the individual trades made on behalf of HSBC?

A full trade breakdown by Merrill Lynch is available via the linked RNS PDF: http://www.rns-pdf.londonstockexchange.com/rns/9678V_1-2025-8-19.pdf.