HSBC completes UK cancellations; HK repurchases pending cancellation

Rhea-AI Filing Summary

HSBC reports on-market repurchases and cancellations of its ordinary shares as part of the buy-back announced 31 July 2025. On 13 August 2025 the company repurchased 2,312,712 ordinary shares on UK venues at a volume-weighted average price of £9.5595 (range £9.5250–£9.6050) and 1,622,400 ordinary shares on the Hong Kong Stock Exchange at a VWAP of HK$101.6985 (range HK$101.4000–HK$102.2000). Since the buy-back began the company has repurchased 35,158,313 ordinary shares for a total consideration of approximately US$439.2m. Following cancellation of the shares repurchased on the UK venues, issued ordinary share capital will consist of 17,380,319,474 ordinary shares with voting rights; cancellation of Hong Kong repurchases is pending and a further announcement will follow once those shares are cancelled. The announcement includes a link to a full trade breakdown and provides shareholder contact details.

Positive

• Aggregate repurchases of 35,158,313 ordinary shares for approximately US$439.2m.
• UK repurchases cancelled, leaving issued ordinary share capital of 17,380,319,474 shares with voting rights.
• Detailed trade disclosure provided via a link to a full breakdown, enhancing transparency.

Negative

• Hong Kong repurchases not yet cancelled, delaying a final update to total voting rights and the confirmed post‑cancellation share count.
• No material negatives beyond the delayed cancellation are disclosed in this filing.

Insights

Financial Analyst

TL;DR: HSBC has executed cross‑venue buybacks totalling 35.16M shares (~US$439.2M) with UK cancellations already reflected in issued share capital.

The filing confirms targeted, on‑exchange repurchases across London and Hong Kong as part of the buy‑back program announced 31 July 2025. Specific trades on 13 August 2025 totaled 2,312,712 shares on UK venues (VWAP £9.5595) and 1,622,400 shares in Hong Kong (VWAP HK$101.6985). The company reports aggregate repurchases of 35,158,313 shares for ~US$439.2m and states that UK‑venue repurchases have been cancelled, reducing issued share capital to 17,380,319,474 shares. Hong Kong cancellations are pending, delaying a final update to total voting rights. The disclosure includes a link to a full transaction breakdown for transparency.

Corporate Governance Expert

TL;DR: The announcement documents formal on‑market buybacks with cancelled UK shares and pending HK cancellations, preserving disclosure and shareholder notification standards.

The report sets out that repurchases on London venues are implemented as "on Exchange" market purchases and have been cancelled, and that Hong Kong trades are treated as on‑market under Hong Kong rules but require additional time for cancellation. Management provides the post‑cancellation issued share count that shareholders may use as the denominator for disclosure rules. A full trade breakdown is made available under the cited link, and shareholder contact details are provided, aligning with regulatory disclosure expectations.

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

13 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:	13 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,312,712
Highest price paid per share:	£9.6050
Lowest price paid per share:	£9.5250
Volume weighted average price paid per share:	£9.5595

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:	13 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,622,400
Highest price paid per share:	HK$102.2000
Lowest price paid per share:	HK$101.4000
Volume weighted average price paid per share:	HK$101.6985

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 35,158,313 ordinary shares for a total consideration of approximately US$439.2m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,380,319,474 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 17,380,319,474 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/2430V_1-2025-8-13.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: 13 August 2025

FAQ

How many shares did HSBC (HSBC) repurchase on 13 August 2025 in the UK?

HSBC repurchased 2,312,712 ordinary shares on UK venues on 13 August 2025 at a VWAP of £9.5595 (range £9.5250–£9.6050).

How many shares did HSBC repurchase on 13 August 2025 in Hong Kong and at what VWAP?

HSBC repurchased 1,622,400 ordinary shares on the Hong Kong Stock Exchange on 13 August 2025 at a VWAP of HK$101.6985 (range HK$101.4000–HK$102.2000).

What is the total number of shares repurchased since the buy-back began and the total consideration?

Since the buy‑back commenced, HSBC has repurchased 35,158,313 ordinary shares for approximately US$439.2m.

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

Following cancellation of the shares repurchased on UK venues, issued ordinary share capital is 17,380,319,474 ordinary shares with voting rights.

Where can I find a full breakdown of the individual trades?

A full breakdown of the individual trades made by Merrill Lynch on behalf of HSBC is available at the link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/2430V_1-2025-8-13.pdf.

Who can shareholders contact with questions about this announcement?

Shareholders may contact Lee Davis, Group Governance at shareholderquestions@hsbc.com or by telephone at +44 (0)20 7991 8888.