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

Rhea-AI Filing Summary

HSBC Holdings plc reports purchases of its ordinary shares under the buy-back announced on 31 July 2025. On 26 August 2025 the Company repurchased 2,288,549 shares on UK venues at prices ranging between £9.4940 and £9.6090 (average £9.5737) and 1,547,200 shares on the Hong Kong Stock Exchange at prices between HK$100.2000 and HK$101.5000 (average HK$100.9342). Since the buy-back began, HSBC has repurchased 68,187,224 ordinary shares for a total consideration of approximately US$863.1m. Following cancellation of the UK-venue repurchases, issued ordinary share capital is 17,354,813,648 ordinary shares with voting rights; no ordinary shares are held in treasury. Cancellation of Hong Kong trades is pending and a further total voting rights announcement will follow. A full breakdown of trades executed by Merrill Lynch is available at the provided link.

Positive

• Executed multi-venue repurchases in London and Hong Kong demonstrating active buy-back implementation
• Clear disclosure of volumes, prices and aggregate consideration: 68,187,224 shares for approximately US$863.1m
• Updated issued share count provided: 17,354,813,648 ordinary shares after UK cancellations
• Transparency maintained via a published full breakdown of individual trades executed by Merrill Lynch

Negative

• None.

Insights

Financial Analyst

TL;DR HSBC has executed a modest but multi-market buy-back totaling about US$863.1m to date, reducing issued shares.

The repurchases span London and Hong Kong venues and show active execution across listed markets. The aggregate 68.2 million shares repurchased represents a buy-back program in progress rather than a completed, material reduction in share count. The announcement provides execution details, average prices and confirmation of cancellations on UK venues, supporting transparency for investors assessing dilution and per-share metrics.

Corporate Governance Expert

TL;DR The filing documents compliant, cross-jurisdictional on- and off-market repurchases with disclosure of voting-right denominator.

HSBC discloses transactional details, confirms cancellations on UK venues and notes timing differences for Hong Kong trades. The company supplies a link to the full trade breakdown and an updated issued share count usable for shareholder notification thresholds, meeting regulatory transparency expectations.

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

26 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:	26 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,288,549
Highest price paid per share:	£9.6090
Lowest price paid per share:	£9.4940
Volume weighted average price paid per share:	£9.5737

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:	26 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,547,200
Highest price paid per share:	HK$101.5000
Lowest price paid per share:	HK$100.2000
Volume weighted average price paid per share:	HK$100.9342

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 68,187,224 ordinary shares for a total consideration of approximately US$863.1m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,354,813,648 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 17,354,813,648 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/7447W_1-2025-8-26.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: 26 August 2025

FAQ

How many shares has HSBC repurchased so far under the buy-back?

HSBC has repurchased 68,187,224 ordinary shares since the buy-back commenced.

What is the total cost of the repurchases announced to date for HSBC?

The total consideration for repurchases to date is approximately US$863.1m.

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

Following cancellation of shares repurchased on UK venues, issued ordinary share capital is 17,354,813,648 ordinary shares with voting rights.

Which venues were used for the share repurchases reported on 26 August 2025?

Repurchases were made on London venues (London Stock Exchange, Aquis, Cboe Europe, Turquoise) and on the Hong Kong Stock Exchange.

Where can I find the full breakdown of individual trades executed on behalf of HSBC?

A full breakdown of individual trades by Merrill Lynch is available at the link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/7447W_1-2025-8-26.pdf.