[6-K] HSBC Holdings PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

HSBC Holdings plc filed a Form 6-K detailing the latest tranche of its 2025 share-buyback programme. On 3 July 2025 the bank repurchased 655,532 ordinary shares (649,132 on UK venues; 6,400 on the Hong Kong Stock Exchange) through Morgan Stanley.

• UK venues: VWAP £8.8306; high £8.8490; low £8.8020.
• Hong Kong venue: VWAP HK$94.6406; high HK$94.8000; low HK$94.4500.

Since the buy-back commenced on 6 May 2025, HSBC has acquired 198,712,771 shares for a total consideration of ~US$2.319 billion. After cancelling the UK-venue shares, the company’s issued share capital will be 17,477,161,766 ordinary shares with full voting rights and no treasury shares. Cancellation of the Hong Kong repurchases will be announced separately.

The purchases qualify as on-market under UK and HK regulations and comply with Article 5 of the EU Market Abuse Regulation as retained in UK law. A full trade breakdown is available via the London Stock Exchange link provided.

Positive

• US$2.319 bn of cumulative repurchases signal continued capital return commitment.
• Issued share count reduced to 17.48 bn, providing slight EPS accretion and clearer ownership denominator.

Negative

• None.

Insights

Equity Analyst

TL;DR: HSBC’s US$2.3 bn buy-back progresses, modestly accretive and underscores surplus capital; impact positive but not transformative.

The disclosure confirms steady execution of the buy-back first announced on 6 May 2025. With 198.7 m shares already repurchased (≈1.1% of pre-programme share count) at a cost of US$2.32 bn, HSBC is returning excess capital while marginally boosting EPS through a reduced denominator. The updated share count of 17.48 bn provides clarity for investors tracking ownership thresholds. Pricing (UK VWAP £8.83; HK VWAP HK$94.64) sits within recent trading ranges, suggesting disciplined execution rather than opportunistic timing. Capital ratios are not disclosed here, but continued purchases imply management confidence in capital strength post-buy-back. Overall, the filing is incrementally positive for equity holders, though unlikely to move the valuation materially in isolation.

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 July

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

3 July 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 Morgan Stanley & Co. International plc ("Morgan Stanley") as part of its buy-back announced on 6 May 2025.

UK Venues

Date of purchase:	3 July 2025
Number of ordinary shares of US$0.50 each purchased:	649,132
Highest price paid per share:	£8.8490
Lowest price paid per share:	£8.8020
Volume weighted average price paid per share:	£8.8306

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:	3 July 2025
Number of ordinary shares of US$0.50 each purchased:	6,400
Highest price paid per share:	HK$94.8000
Lowest price paid per share:	HK$94.4500
Volume weighted average price paid per share:	HK$94.6406

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 6 May 2025, the Company has repurchased 198,712,771 ordinary shares for a total consideration of approximately US$2,319.2m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,477,161,766 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 17,477,161,766 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 Morgan Stanley on behalf of the Company is available via the link below.

http://www.rns-pdf.londonstockexchange.com/rns/6849P_1-2025-7-3.pdf

This announcement will also be available on HSBC's website at www.hsbc.com/sea

Enquiries to:

Lee Davis

Corporate Governance & Secretariat

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: 03 July 2025

FAQ

How many HSBC shares were bought back on 3 July 2025?

HSBC repurchased 655,532 ordinary shares on 3 July 2025 (649,132 in the UK and 6,400 in Hong Kong).

What is the total size of HSBC’s 2025 buy-back to date?

Since 6 May 2025, HSBC has bought 198,712,771 shares for approximately US$2.319 billion.

What is HSBC’s updated share capital after the latest cancellation?

Following cancellation of UK-venue shares, issued ordinary share capital stands at 17,477,161,766 shares with full voting rights.

At what prices did HSBC repurchase shares on 3 July 2025?

UK VWAP was £8.8306 (high £8.8490, low £8.8020); HK VWAP was HK$94.6406 (high HK$94.8000, low HK$94.4500).

Where can investors find the detailed trade list?

A full breakdown of individual trades is available at the LSE RNS link: http://www.rns-pdf.londonstockexchange.com/rns/6849P_1-2025-7-3.pdf.