HSBC buy-back: 138,267,611 shares repurchased for US$1.79bn

Rhea-AI Filing Summary

HSBC Holdings plc reports share repurchases made under its buy-back announced 31 July 2025. On 22 September 2025 the Company bought for cancellation 2,182,488 ordinary shares on UK Venues at prices shown (£10.3160 high, £10.2160 low, average £10.2779) and 1,490,000 ordinary shares on the Hong Kong Stock Exchange at prices shown (HK$107.2000 high, HK$106.4000 low, average HK$106.9222). Since the buy-back began the Company has repurchased 138,267,611 ordinary shares for approximately US$1,791.5 million in total. After cancelling the UK Venues purchases, issued ordinary share capital will be 17,281,752,061 voting shares and there are no shares held in treasury. The Company notes that cancellation of Hong Kong-repurchased shares takes longer and will be reflected in a later announcement. A full breakdown of Merrill Lynch's trades on behalf of HSBC is available via the provided RNS link.

Positive

• Material buy-back scale: Repurchases total 138,267,611 shares for approximately US$1,791.5m, indicating meaningful capital return to shareholders.

Negative

• Hong Kong cancellations pending: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, so the issued share count may change when those cancellations complete.

Insights

Corporate Governance Expert

TL;DR: Continued buy-back reduces outstanding shares and signals capital return, with cross-listing execution differences between UK and Hong Kong processes.

The announcement confirms material ongoing repurchases totalling 138,267,611 shares for about US$1,791.5m, with 22 September trades executed on both UK and Hong Kong exchanges. The immediate cancellation of UK Venues purchases and the absence of treasury shares clarify the current issued share count of 17,281,752,061, a useful denominator for disclosure rules. The Hong Kong repurchases remain subject to a longer cancellation timeline, which the company will update when completed. From a governance perspective, on-exchange market purchases and publication of a full trade breakdown align with regulatory transparency obligations.

Securities Analyst

TL;DR: Large buy-back (~US$1.79bn) is shareholder-accretive in aggregate; timing and cross-jurisdiction mechanics affect when share count is finalized.

The filing provides clear execution details for 22 September trades: 2,182,488 shares on UK Venues at an average of £10.2779 and 1,490,000 shares on HKEX at an average of HK$106.9222. Aggregate repurchases since 31 July 2025 total 138,267,611 shares costing approximately US$1,791.5m. Investors can use the post-UK-cancellation issued share figure of 17,281,752,061 to calculate ownership percentages; a final figure will follow after Hong Kong cancellations. The availability of trade-level transparency via the RNS link aids verification of execution and pricing.

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

22 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:	22 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,182,488
Highest price paid per share:	£10.3160
Lowest price paid per share:	£10.2160
Volume weighted average price paid per share:	£10.2779

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:	22 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,490,000
Highest price paid per share:	HK$107.2000
Lowest price paid per share:	HK$106.4000
Volume weighted average price paid per share:	HK$106.9222

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 138,267,611 ordinary shares for a total consideration of approximately US$1,791.5m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,281,752,061 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 17,281,752,061 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/3189A_1-2025-9-22.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: 22 September 2025

FAQ

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

The Company has repurchased 138,267,611 ordinary shares since the buy-back commenced on 31 July 2025.

What is the total cost of HSBC's repurchases to date?

Total consideration for repurchases since the buy-back began is approximately US$1,791.5 million.

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

Following cancellation of the UK Venues repurchases, issued ordinary share capital is 17,281,752,061 ordinary shares with voting rights.

Were any repurchased shares placed into treasury?

No, the announcement states there are no ordinary shares held in treasury.

What were the execution details for 22 September 2025 trades on UK Venues?

On 22 September 2025 HSBC repurchased 2,182,488 shares on UK Venues with prices shown: £10.3160 (high), £10.2160 (low), average £10.2779.

What were the execution details for 22 September 2025 trades on the Hong Kong Stock Exchange?

On 22 September 2025 HSBC repurchased 1,490,000 shares on HKEX with prices shown: HK$107.2000 (high), HK$106.4000 (low), average HK$106.9222.