HSBC buys and cancels shares; issued capital now 17.37B shares

Rhea-AI Filing Summary

HSBC Holdings plc reports further purchases and cancellations under the buy-back announced on 31 July 2025. On 14 August 2025 the Company purchased 2,101,562 ordinary shares on UK venues at a volume weighted average price of £9.5052 per share and 1,617,600 ordinary shares on the Hong Kong Stock Exchange at a volume weighted average price of HK$100.1472 per share. Since the buy-back began the Company has repurchased 38,877,475 ordinary shares for approximately US$487.0m.

Also on 14 August 2025, 6,889,200 ordinary shares previously repurchased on the Hong Kong Stock Exchange were cancelled. After cancelling those Hong Kong shares and the UK Venues repurchases made that day, the Company’s issued ordinary share capital with voting rights will be 17,371,370,997 ordinary shares. There are no ordinary shares held in treasury. The announcement notes that cancellation of Hong Kong repurchases takes longer and that a further announcement of total voting rights will follow once those cancellations are complete. A full trade breakdown executed by Merrill Lynch on behalf of HSBC is available via the link provided in the filing.

Positive

• Continued execution of the announced buy-back, with 38,877,475 ordinary shares repurchased since commencement
• Substantial consideration deployed to the buy-back: approximately US$487.0m in total repurchases
• Confirmed cancellations of 6,889,200 Hong Kong‑repurchased shares and updated issued share count to 17,371,370,997
• Transparent venue-level disclosure including VWAPs and highest/lowest prices for UK and Hong Kong trades

Negative

• Hong Kong cancellations take longer, delaying the final update of total voting rights and requiring a further announcement

Insights

Financial Analyst

TL;DR HSBC continued its announced buy-back, repurchasing 38.88M shares to date for ~US$487.0m and cancelling 6.89M shares on 14 August 2025.

The filing confirms active execution across UK and Hong Kong venues with specific on‑exchange transactions reported for 14 August 2025: 2,101,562 shares on UK Venues at a VWAP of £9.5052 and 1,617,600 shares on the Hong Kong Stock Exchange at a VWAP of HK$100.1472. The company states total repurchases of 38,877,475 shares for ~US$487.0m and reports the post‑cancellation issued share count of 17,371,370,997. These are concrete, auditable reductions in share count while the filing discloses that Hong Kong cancellations take longer and that a further voting rights announcement will follow.

Corporate Governance Expert

TL;DR HSBC followed prescribed on‑exchange market purchase procedures and provided disclosure on cancellations and voting‑rights denominator updates.

The company specifies that UK repurchases were implemented as "on Exchange" market purchases and that Hong Kong transactions are treated as on‑market under Hong Kong listing rules but are "off market" for Companies Act 2006 timing purposes. The filing discloses the aggregate repurchases and the resulting issued share capital figure that shareholders should use as the denominator for Disclosure Guidance and Transparency Rules notifications. A full breakdown of the individual trades executed by Merrill Lynch is made available via the referenced link, and the filing commits to a further announcement once outstanding Hong Kong cancellations are complete, demonstrating compliance with disclosure and market rules.

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

14 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:	14 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,101,562
Highest price paid per share:	£9.5490
Lowest price paid per share:	£9.4030
Volume weighted average price paid per share:	£9.5052

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:	14 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,617,600
Highest price paid per share:	HK$100.9000
Lowest price paid per share:	HK$99.8500
Volume weighted average price paid per share:	HK$100.1472

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 38,877,475 ordinary shares for a total consideration of approximately US$487.0m.

On 14 August 2025, 6,889,200 ordinary shares of US$0.50 each which were awaiting cancellation having been repurchased on the Hong Kong Stock Exchange previously were cancelled. Following the cancellation of those shares and following the cancellation of shares repurchased on the UK Venues today, the Company's issued ordinary share capital will consist of 17,371,370,997 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 17,371,370,997 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/4171V_1-2025-8-14.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: 14 August 2025

FAQ

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

The filing states HSBC has repurchased 38,877,475 ordinary shares since the buy-back commenced.

What is the total consideration HSBC has paid for the repurchases so far?

The total consideration for repurchases since the buy-back began is approximately US$487.0m.

How many shares did HSBC repurchase on 14 August 2025 and at what prices?

On 14 August 2025 HSBC purchased 2,101,562 shares on UK venues at a VWAP of £9.5052 and 1,617,600 shares on the Hong Kong Stock Exchange at a VWAP of HK$100.1472.

What is HSBC's issued ordinary share capital after the cancellations noted in the filing?

Following the cancellations reported, HSBC's issued ordinary share capital with voting rights will be 17,371,370,997 ordinary shares.

Are any ordinary shares held in treasury by HSBC?

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

Will HSBC provide further information about the buy-back and cancellations?

Yes. The filing states that cancellation of Hong Kong repurchases takes longer and that a further announcement of total voting rights will be made once those cancellations are complete.