HSBC buy-back: 80.55M shares bought to date; issued shares fall to 17.35B after UK cancellations

Rhea-AI Filing Summary

HSBC Holdings plc reports purchases and cancellations of its ordinary shares under the buy-back announced 31 July 2025. Since the programme began, the company has repurchased 80,549,311 ordinary shares for total consideration of approximately US$1,022.0m. On 29 August 2025 HSBC cancelled 2,674,517 shares repurchased on UK trading venues at an average price of £9.4821 per share and repurchased 2,006,800 shares on the Hong Kong Stock Exchange at an average of HK$100.0901 per share. After UK cancellations the issued ordinary share capital is 17,347,494,361 shares with voting rights; Hong Kong cancellations are pending and a further total voting rights announcement will follow when those shares are cancelled.

Insights

Financial Analyst

TL;DR: HSBC has enacted a material buy-back, repurchasing 80.5m shares for ~US$1.02bn, reducing issued shares once cancellations complete.

HSBC's disclosure shows active on-exchange repurchases across London and Hong Kong as part of the buy-back announced 31 July 2025. The repurchases to date — 80,549,311 shares for approximately US$1,022.0m — are sizeable and will reduce the share count once all cancellations are processed, potentially increasing earnings per share metrics mechanically. The company provides venue-level trade details and confirms UK-cancelled shares have already been removed from issued capital, while Hong Kong-cancelled shares remain in process. This is a pro-shareholder capital return mechanism executed via market purchases rather than tender offers.

Corporate Governance Expert

TL;DR: The buy-back follows required disclosure standards and updates the public share count; some cancellations remain pending in Hong Kong.

HSBC complied with Market Abuse Regulation disclosure and Listing Rules by publishing trade breakdowns and confirming changes to issued share capital for UK-cancelled stock. The announcement explicitly identifies the denominator shareholders should use for FCA notification purposes as 17,347,494,361 shares. The delay in cancelling Hong Kong-repurchase shares is noted and the company commits to a further announcement once those cancellations are completed, which is important for governance transparency and shareholder notification obligations.

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

29 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:	29 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,674,517
Highest price paid per share:	£9.5180
Lowest price paid per share:	£9.4300
Volume weighted average price paid per share:	£9.4821

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:	29 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,006,800
Highest price paid per share:	HK$100.7000
Lowest price paid per share:	HK$99.4500
Volume weighted average price paid per share:	HK$100.0901

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 80,549,311 ordinary shares for a total consideration of approximately US$1,022.0m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,347,494,361 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 17,347,494,361 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/3199X_1-2025-8-29.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: 29 August 2025

FAQ

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

HSBC has repurchased 80,549,311 ordinary shares since the buy-back commenced.

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

The total consideration for repurchased shares is approximately US$1,022.0m.

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

Following UK cancellations, issued ordinary share capital is 17,347,494,361 ordinary shares with voting rights.

Were the repurchases executed on-exchange or off-market?

Repurchases on UK Venues were executed as on Exchange (market purchases); Hong Kong Stock Exchange repurchases are treated as off market for Companies Act purposes but as on Exchange under Hong Kong listing rules.

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

A full breakdown of individual trades by Merrill Lynch on behalf of HSBC is available via the link in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/3199X_1-2025-8-29.pdf.