HSBC repurchases 74.7M shares; issued share count now 17.35B

Rhea-AI Filing Summary

HSBC Holdings plc reported on 28 August 2025 that it has continued its previously announced buy-back, purchasing shares on both UK and Hong Kong exchanges. On UK Venues the company bought and cancelled 1,157,241 ordinary shares at an average price of A39.5572 per share. On the Hong Kong Stock Exchange it repurchased 1,527,600 ordinary shares at an average price of HK$100.2983 per share. Since the buy-back began on 31 July 2025, HSBC has repurchased 74,711,301 ordinary shares for total consideration of approximately US$947.2m. After cancelling the UK Venues purchases, issued ordinary share capital stands at 17,351,325,571 shares with voting rights and there are no shares held in treasury. Cancellation of the Hong Kong trades is pending and HSBC will announce total voting rights once those shares are cancelled. A full trade breakdown is available via the provided RNS link.

Positive

• Material buy-back execution: 74,711,301 shares repurchased for approximately US$947.2m since 31 July 2025.
• Share count reduced: Following UK cancellations, issued ordinary share capital is 17,351,325,571 shares with voting rights and no treasury shares.
• Detailed disclosure: Per-venue trade quantities and average prices provided and a full trade breakdown is linked.

Negative

• Hong Kong cancellations pending: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, delaying the final voting rights update.
• Partial timing uncertainty: The announcement indicates a staggered cancellation process between venues which delays a complete post-buy-back share count until Hong Kong cancellations complete.

Insights

Financial Analyst

TL;DR: HSBC executed material buy-back activity totaling about US$947.2m, modestly reducing shares outstanding after UK cancellations.

The filing shows HSBC has actively repurchased shares across multiple exchanges as part of the buy-back announced 31 July 2025. The cumulative repurchase of 74,711,301 ordinary shares for approximately US$947.2m is a sizeable capital deployment and reduces the company's issued share count to 17,351,325,571 following UK cancellations. The announcement includes precise per-venue trade details and average prices, supporting transparent disclosure of the program's progress.

Corporate Governance Expert

TL;DR: Disclosure follows market and legal rules, with clear reporting of cancellations and an outstanding note on Hong Kong cancellation timing.

The report documents that UK repurchases were implemented as "on Exchange" market purchases and cancelled promptly, while Hong Kong repurchases are described as "off market" under the Companies Act but on-market per Hong Kong listing rules, with cancellation taking longer. The company confirms there are no treasury shares and provides the post-cancellation voting rights denominator, meeting regulatory transparency standards. A full trade breakdown is linked for further verification.

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

28 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:	28 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,157,241
Highest price paid per share:	£9.5880
Lowest price paid per share:	£9.5210
Volume weighted average price paid per share:	£9.5572

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:	28 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,527,600
Highest price paid per share:	HK$100.7000
Lowest price paid per share:	HK$99.8000
Volume weighted average price paid per share:	HK$100.2983

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 74,711,301 ordinary shares for a total consideration of approximately US$947.2m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,351,325,571 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 17,351,325,571 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/1230X_1-2025-8-28.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: 28 August 2025

FAQ

How many shares has HSBC repurchased since the buy-back began on 31 July 2025?

HSBC has repurchased 74,711,301 ordinary shares since the buy-back commenced on 31 July 2025.

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

The company repurchased shares for a total consideration of approximately US$947.2m.

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

After cancelling the shares repurchased on UK Venues, issued ordinary share capital is 17,351,325,571 ordinary shares with voting rights.

Are there any ordinary shares held in treasury after these repurchases?

No. The filing states there are no ordinary shares held in treasury.

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

A full breakdown of the individual trades executed by Merrill Lynch on behalf of HSBC is available via the RNS link provided in the filing.