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

Rhea-AI Filing Summary

HSBC Holdings plc announced further repurchases under its buy-back program announced 31 July 2025. On 11 September 2025 the company bought and cancelled 2,219,398 ordinary shares on UK venues at an average price of £10.0393 and 746,000 ordinary shares on the Hong Kong Stock Exchange at an average price of HK$104.9226. Since the programme began, HSBC has repurchased 112,968,133 ordinary shares for approximately US$1,443.1 million.

After cancelling the UK-venue repurchases, issued ordinary share capital stands at 17,313,061,539 voting shares with no shares held in treasury. Cancellation of the Hong Kong trades is pending and a further announcement of total voting rights will follow once those shares are cancelled. A full breakdown of individual trades made by Merrill Lynch on HSBC's behalf is available at the linked RNS PDF.

Positive

• Significant repurchase: 112,968,133 ordinary shares repurchased for approximately US$1,443.1m under the announced buy-back
• Share capital reduction: Cancellation of UK-venue repurchases reduces issued ordinary shares to 17,313,061,539, likely supporting per‑share metrics
• Regulatory transparency: Full trade breakdown published under MAR and clear disclosure of marketplaces used

Negative

• Pending cancellations: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, delaying final voting‑rights disclosure
• Execution costs: Market purchases at listed prices (e.g., £10.0393 and HK$104.9226 averages) represent near‑market liquidity costs that reduce cash reserves by ~US$1.44bn

Insights

Securities Analyst

TL;DR: HSBC's US$1.44bn buy-back and cancellation reduces share count, supporting per‑share metrics; Hong Kong cancellations remain pending.

The announced repurchases are material in aggregate: 112.97m shares repurchased for ~US$1,443.1m represent a deliberate capital return. Cancellation of UK-venue shares reduces issued share capital to 17.313bn, which will mechanically increase measures such as earnings per share and return on equity if earnings remain stable. The use of market purchases across UK and Hong Kong venues indicates execution via normal market channels rather than negotiated off‑market deals. The delay in cancelling Hong Kong trades is administrative but important for finalizing the shareholder denominator for disclosure rules.

Corporate Governance Specialist

TL;DR: Buy-back is a governance tool returning capital to shareholders; transparency provided via trade breakdown is appropriate.

HSBC followed regulatory norms by classifying UK trades as on‑exchange market purchases and Hong Kong trades as on‑market under local rules, and by publishing a full trade breakdown under MAR requirements. Reporting the updated issued share capital and noting no treasury shares improves clarity for shareholder notifications under Disclosure Guidance rules. The outstanding procedural step—cancelling Hong Kong‑executed repurchases—should be tracked as it affects voting rights and shareholder thresholds.

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 September

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

11 September 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:	11 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,219,398
Highest price paid per share:	£10.0980
Lowest price paid per share:	£9.9780
Volume weighted average price paid per share:	£10.0393

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:	11 September 2025
Number of ordinary shares of US$0.50 each purchased:	746,000
Highest price paid per share:	HK$105.2000
Lowest price paid per share:	HK$104.5000
Volume weighted average price paid per share:	HK$104.9226

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 112,968,133 ordinary shares for a total consideration of approximately US$1,443.1m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,313,061,539 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 17,313,061,539 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/0363Z_1-2025-9-11.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: 11 September 2025

FAQ

How many shares has HSBC repurchased under the buy-back announced 31 July 2025?

HSBC has repurchased 112,968,133 ordinary shares for approximately US$1,443.1 million since the programme began.

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

Following cancellation of the UK-venue repurchases, HSBC's issued ordinary share capital is 17,313,061,539 ordinary shares with voting rights.

Were the repurchases executed on exchanges or off-market?

Repurchases on UK venues were executed as on Exchange market purchases; Hong Kong trades are classified as off‑market under the Companies Act 2006 but constitute on‑market transactions for Hong Kong listing rules.

Have all repurchased shares been cancelled?

No. UK-venue repurchases have been cancelled; repurchases on the Hong Kong Stock Exchange are pending cancellation and will be announced once complete.

Where can I find the full breakdown of individual trades?

A full breakdown of individual trades made by Merrill Lynch on HSBC's behalf is available at the provided RNS PDF link: http://www.rns-pdf.londonstockexchange.com/rns/0363Z_1-2025-9-11.pdf.