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

Rhea-AI Filing Summary

HSBC Holdings plc (HSBC) filed a Form 6-K detailing progress on the US$3bn share-buyback programme announced on 6 May 2025. On 4 July 2025 the bank repurchased a combined 601,094 ordinary shares (par value US$0.50) across UK and Hong Kong trading venues:

• UK Venues: 267,494 shares at a volume-weighted average price (VWAP) of £8.8395 (high £8.8670; low £8.8030).
• Hong Kong Stock Exchange: 333,600 shares at a VWAP of HK$94.7092 (high HK$94.85; low HK$94.50).

Since programme launch, 199,313,865 shares have been acquired for an aggregate consideration of ≈US$2.33 billion.

The company also cancelled 20,746,000 shares previously repurchased in Hong Kong. After these cancellations, outstanding issued share capital stands at 17,456,148,272 ordinary shares carrying voting rights; no shares are held in treasury. HSBC will publish a further total-voting-rights notice once remaining Hong Kong repurchases are cancelled.

The buyback—executed by Morgan Stanley—continues to be treated as market purchases under UK Companies Act 2006 and as on-market transactions under Hong Kong listing rules. Full trade details are available via the linked RNS PDF.

Positive

• Progress on US$3 billion buyback: 199.3 million shares already repurchased, signalling management confidence and providing EPS support.
• Share cancellation executed: 20.7 million shares removed from register, immediately reducing share count and enhancing per-share metrics.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: Modest daily buyback, overall programme progressing; marginally accretive, limited immediate valuation impact.

The additional 0.6 million shares retired on 4 July represent just 0.003% of HSBC’s post-cancellation share count, so the specific day’s activity is immaterial. However, the cumulative 199.3 million shares (≈1.1% of shares outstanding pre-programme) removed since May equate to an earnings-per-share uplift of roughly the same magnitude and signal management’s confidence in capital strength (CET1 14.8% at 1Q25). At an average cost of US$11.67 per share equivalent, the spend represents c.9% of expected FY25 net profit, comfortably within the bank’s capital distribution capacity. Investors should view the update as a routine execution disclosure rather than a catalyst; nonetheless, the continuing pace suggests HSBC will complete the US$3 billion mandate on schedule, supporting total shareholder return.

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 July

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

4 July 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 Morgan Stanley & Co. International plc ("Morgan Stanley") as part of its buy-back announced on 6 May 2025.

UK Venues

Date of purchase:	4 July 2025
Number of ordinary shares of US$0.50 each purchased:	267,494
Highest price paid per share:	£8.8670
Lowest price paid per share:	£8.8030
Volume weighted average price paid per share:	£8.8395

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:	4 July 2025
Number of ordinary shares of US$0.50 each purchased:	333,600
Highest price paid per share:	HK$94.8500
Lowest price paid per share:	HK$94.5000
Volume weighted average price paid per share:	HK$94.7092

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 6 May 2025, the Company has repurchased 199,313,865 ordinary shares for a total consideration of approximately US$2,326.5m.

On 4 July 2025, 20,746,000 of the ordinary shares of US$0.50 each which were awaiting cancellation having been repurchased on the Hong Kong Stock Exchange previously were cancelled. Following cancellation of those shares and following the cancellation of shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,456,148,272 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 17,456,148,272 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 Morgan Stanley on behalf of the Company is available via the link below.

http://www.rns-pdf.londonstockexchange.com/rns/8840P_1-2025-7-4.pdf

This announcement will also be available on HSBC's website at www.hsbc.com/sea

Enquiries to:

Lee Davis

Corporate Governance & Secretariat

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: 04 July 2025

FAQ

How many HSBC (HSBC) shares were repurchased on 4 July 2025?

A total of 601,094 ordinary shares were bought—267,494 in the UK and 333,600 in Hong Kong.

What is the cumulative size of HSBC’s 2025 share-buyback so far?

Since 6 May 2025, HSBC has repurchased 199,313,865 shares for about US$2.33 billion.

At what average price did HSBC buy back shares in the UK on 4 July 2025?

The volume-weighted average price was £8.8395 per share.

What is HSBC’s current share count after the latest cancellations?

Outstanding ordinary share capital stands at 17,456,148,272 shares with full voting rights.

Does HSBC hold any treasury shares after this transaction?

No; the company reports zero ordinary shares held in treasury.

Where can investors find the detailed trade list for the buyback?

Morgan Stanley’s individual trades are provided in the RNS PDF at http://www.rns-pdf.londonstockexchange.com/rns/8840P_1-2025-7-4.pdf.