HSBC cancels UK buy-back shares; 17.3158bn shares outstanding

Rhea-AI Filing Summary

HSBC Holdings plc reports purchases of its ordinary shares under the buy-back program announced 31 July 2025. On 9 September 2025 the company bought and cancelled 2,218,224 shares on UK venues at prices ranging between A39.6420 and A39.7600 (average A39.6948). On the same date it repurchased 1,497,600 shares on the Hong Kong Stock Exchange at prices between HK$101.7000 and HK$102.4000 (average HK$102.0577).

Since the buy-back began, HSBC has repurchased 108,452,996 ordinary shares for approximately US$1,382.4 million. After cancelling the UK-venue shares, issued ordinary share capital stands at 17,315,789,476 shares with voting rights and no shares held in treasury. Cancellation of the Hong Kong repurchases is pending and a further total voting rights announcement will follow once those shares are cancelled.

Positive

• Significant scale of buy-back: 108,452,996 shares repurchased representing approximately US$1,382.4m of consideration
• Share count reduction: Cancellation of UK-venue shares lowers issued ordinary share capital to 17,315,789,476, which can increase EPS per share
• Regulatory compliance and transparency: Disclosure includes adherence to UK and Hong Kong rules and a link to a full trade breakdown under MAR

Negative

• Pending cancellations: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, so the final voting rights denominator is not yet confirmed
• Execution cost: Average execution prices imply a material cash outflow (~US$1.38bn) which reduces available capital resources

Insights

Equity Capital Markets Analyst

TL;DR HSBC continues an active, large-scale buy-back: 108.45m shares repurchased (~US$1.38bn) to date, boosting shareholder returns and reducing share count.

The transaction details confirm cross-listing execution across UK and Hong Kong venues with on-exchange implementations in line with local rules. Cancellation of UK purchases reduces outstanding share count to 17.3158 billion, which marginally increases existing shareholders' ownership percentages and EPS all else equal. The remaining Hong Kong trades await cancellation before the definitive updated voting rights denominator is published.

Corporate Governance Specialist

TL;DR The repurchases follow corporate authorization and comply with applicable UK and Hong Kong market rules; no treasury stock retained post-UK cancellations.

Notable governance points: purchases are described as "market purchases" on UK Venues and as "on-market" for Hong Kong listing rules, and the company confirms cancellation of repurchased UK shares with no shares in treasury. The announcement provides required Market Abuse Regulation disclosure and a link to detailed trade breakdowns, reflecting procedural transparency.

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 September

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

9 September 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:	9 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,218,224
Highest price paid per share:	£9.7600
Lowest price paid per share:	£9.6420
Volume weighted average price paid per share:	£9.6948

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:	9 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,497,600
Highest price paid per share:	HK$102.4000
Lowest price paid per share:	HK$101.7000
Volume weighted average price paid per share:	HK$102.0577

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 108,452,996 ordinary shares for a total consideration of approximately US$1,382.4m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,315,789,476 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 17,315,789,476 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/6711Y_1-2025-9-9.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: 09 September 2025

FAQ

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

108,452,996 ordinary shares have been repurchased since the buy-back commenced on 31 July 2025.

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

Approximately US$1,382.4 million has been spent to repurchase shares to date.

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

Following cancellation of UK-venue repurchases, issued ordinary share capital is 17,315,789,476 ordinary shares with voting rights.

Were the repurchases executed in compliance with market rules?

Yes. UK repurchases were implemented as on Exchange "market purchases" and Hong Kong repurchases were executed as on-market transactions under local listing rules.

Have the Hong Kong repurchased shares been cancelled?

No. Cancellation of shares repurchased on the Hong Kong Stock Exchange takes longer; HSBC will announce total voting rights once those shares have been cancelled.