HSBC buy-back update: 141.9m shares bought; Hong Kong cancellations pending

Rhea-AI Filing Summary

HSBC Holdings plc reports continued execution of its buy-back program announced 31 July 2025. Since the program began the company has repurchased 141,893,574 ordinary shares for approximately US$1,842.1m. On 23 September 2025 HSBC purchased and cancelled 2,154,763 shares on UK venues at an average price of £10.3854 and 1,471,200 shares on the Hong Kong Stock Exchange at an average price of HK$108.0431. After cancelling the UK repurchases the issued share capital is 17,279,597,298 ordinary shares, which shareholders should use as the denominator for disclosure calculations. Cancellation of the Hong Kong trades is pending and will be reflected in a later announcement.

Positive

• Substantial repurchases: 141,893,574 ordinary shares repurchased under the announced buy-back
• Material capital returned: Total consideration of approximately US$1,842.1m demonstrates active capital allocation
• Updated share count: Issued ordinary share capital reduced to 17,279,597,298 after UK cancellations
• Regulatory transparency: Full trade breakdown made available via provided link and disclosure aligns with market rules

Negative

• Hong Kong cancellations pending: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled and will be announced later
• Significant cash outflow: Cumulative buy-back consideration of ~US$1,842.1m is a large cash deployment (fact disclosed)

Insights

Financial Analyst

TL;DR: HSBC is actively reducing share count with material buybacks—141.9m shares repurchased for ~US$1.84bn, lowering issued shares to 17.28bn.

The company continues its announced on-market buy-back, executing trades across UK and Hong Kong venues. The cumulative repurchases of 141,893,574 shares and total consideration of ~US$1,842.1m are significant in absolute terms and will reduce the share base once all cancellations are completed. The immediate effect is a lower issued share count after UK cancellations; Hong Kong cancellations remain subject to processing timelines. Investors should note the explicit figures and updated denominator for disclosure obligations.

Corporate Governance Expert

TL;DR: Buy-back follows disclosed program; cancellations on UK venues complete, Hong Kong cancellations pending—company provided required trade breakdown link.

HSBC discloses trade venues, per-venue treatment (on-exchange/market purchase vs off-market in UK law terms) and confirms availability of a full trade breakdown under the Market Abuse Regulation. The firm correctly updated the issued share capital post-UK cancellations and flagged the timing difference for Hong Kong repurchases. These disclosures align with statutory and listing requirements and provide shareholders the updated denominator for notification 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 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

23 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:	23 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,154,763
Highest price paid per share:	£10.4520
Lowest price paid per share:	£10.3060
Volume weighted average price paid per share:	£10.3854

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:	23 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,471,200
Highest price paid per share:	HK$108.5000
Lowest price paid per share:	HK$107.7000
Volume weighted average price paid per share:	HK$108.0431

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 141,893,574 ordinary shares for a total consideration of approximately US$1,842.1m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,279,597,298 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 17,279,597,298 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/5126A_1-2025-9-23.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: 23 September 2025

FAQ

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

HSBC has repurchased 141,893,574 ordinary shares since the buy-back commenced on 31 July 2025.

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

The company reports total consideration of approximately US$1,842.1m for the repurchased shares.

What is HSBC's (HSBC) issued share capital after recent cancellations?

Following cancellation of the UK-venue repurchases, issued ordinary share capital is 17,279,597,298 ordinary shares with voting rights.

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

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

Have all repurchased shares been cancelled?

Shares repurchased on UK Venues have been cancelled; cancellation of the shares repurchased on the Hong Kong Stock Exchange takes longer and will be confirmed in a further announcement.

Where can I find a full breakdown of the individual trades made for HSBC's (HSBC) buy-back?

A full breakdown of individual trades executed by Merrill Lynch on behalf of HSBC is available at the link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/5126A_1-2025-9-23.pdf.