HSBC cancels UK buy-back shares; Hong Kong cancellations pending

Rhea-AI Filing Summary

HSBC Holdings plc announced purchases for cancellation under its buy-back program announced 31 July 2025. Since the program began the company has repurchased 55,889,800 ordinary shares for a total consideration of approximately US$703.8m. On 20 August 2025 the firm completed on‑exchange repurchases on UK venues of 2,146,246 shares at an average price of £9.5613 and off‑market repurchases on the Hong Kong Stock Exchange of 1,332,800 shares at an average price of HK$99.1496.

Following cancellation of the UK Venue purchases, issued ordinary share capital will consist of 17,361,344,672 ordinary shares with voting rights. Hong Kong repurchases take longer to cancel and a further announcement of total voting rights will follow once those shares are cancelled. A full trade breakdown executed by Merrill Lynch on HSBC's behalf is provided via the supplied link.

Positive

• Repurchased 55,889,800 ordinary shares since buy-back commencement, indicating active capital return
• Total consideration ~US$703.8m, demonstrating materiality of the buy-back program
• Issued share capital reduced after UK cancellations to 17,361,344,672 ordinary shares, enabling updated per‑share calculations
• Full trade breakdown provided via link as required under Market Abuse Regulation

Negative

• Cancellations for Hong Kong Stock Exchange repurchases are pending, delaying final update to total voting rights

Insights

Equity Capital Markets Analyst

TL;DR: HSBC executed a material buyback, repurchasing 55.9m shares for ~US$704m, reducing issued share count after UK cancellations.

The buy-back volume of 55,889,800 shares and consideration of ~US$703.8m is sizable and will modestly reduce share count and potentially increase per‑share metrics once all cancellations complete. The announcement distinguishes execution venues and legal treatments: UK trades are treated as on‑market market purchases and have been cancelled, while Hong Kong trades are off‑market under UK law and remain subject to a longer cancellation process. Investors should note the updated issued share capital of 17,361,344,672 for use as the notification denominator, and the company provides a link to a full transaction breakdown executed by Merrill Lynch.

Corporate Governance Specialist

TL;DR: The firm followed required disclosure protocols and updated voting rights denominator after cancellations on UK Venues.

HSBC disclosed venue‑specific legal characterizations of repurchases and confirmed zero treasury shares following UK cancellations. The statement complies with Market Abuse Regulation disclosure and provides contact details for shareholder enquiries. The pending cancellation timing for Hong Kong executions is explicitly noted, with a commitment to publish an updated total voting rights figure once those cancellations occur.

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

20 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:	20 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,146,246
Highest price paid per share:	£9.6440
Lowest price paid per share:	£9.4300
Volume weighted average price paid per share:	£9.5613

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:	20 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,332,800
Highest price paid per share:	HK$99.5500
Lowest price paid per share:	HK$98.6000
Volume weighted average price paid per share:	HK$99.1496

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 55,889,800 ordinary shares for a total consideration of approximately US$703.8m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,361,344,672 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 17,361,344,672 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/1528W_1-2025-8-20.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: 20 August 2025

FAQ

How many shares has HSBC repurchased under the buy-back as of 20 August 2025?

HSBC has repurchased 55,889,800 ordinary shares since the buy-back commenced.

What is the total cost of the repurchases announced by HSBC?

The total consideration for repurchased shares is approximately US$703.8m.

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

Following cancellation of the UK Venue repurchases, issued ordinary share capital is 17,361,344,672 ordinary shares with voting rights.

Are all repurchased shares already cancelled?

No. Shares repurchased on UK Venues have been cancelled; shares repurchased on the Hong Kong Stock Exchange require a longer cancellation process and a further announcement will follow.

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

A full breakdown executed by Merrill Lynch is available at the link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/1528W_1-2025-8-20.pdf.