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

Rhea-AI Filing Summary

HSBC Holdings plc reports purchases for cancellation of ordinary shares under the buy-back announced 31 July 2025. On 3 September 2025 the Company repurchased 3,270,867 shares on UK venues at an average price of £9.5378 and 2,005,600 shares on the Hong Kong Stock Exchange at an average price of HK$99.5695. Since the buy-back began the Company has repurchased 93,712,366 ordinary shares for approximately US$1,190.6 million. After cancelling the UK-venue repurchases, issued ordinary share capital is 17,324,788,106 shares with voting rights and no shares held in treasury. Cancellation of Hong Kong trades is pending and total voting rights will be updated once those are cancelled.

Positive

• Repurchases represent a material return of capital: 93,712,366 shares repurchased for approximately US$1,190.6m
• Reduction in issued share capital: Issued ordinary share capital reduced to 17,324,788,106 shares after UK cancellations
• Regulatory compliance noted: Transactions classified appropriately across UK and Hong Kong market rules with trade breakdown provided

Negative

• Hong Kong cancellations not yet completed: Total voting rights remain subject to change until off-market Hong Kong repurchases are cancelled

Insights

Financial Analyst

TL;DR: HSBC's ongoing buy-back has repurchased ~93.7 million shares for US$1.19bn, reducing issued share capital to 17.3248bn post-UK cancellations.

The repurchase volume and approximate consideration reported are material given the scale: 93,712,366 shares repurchased for ~US$1,190.6m. The announcement clarifies on-Exchange market purchases in the UK and on-Exchange but off-market classification in Hong Kong for Companies Act purposes. The immediate effect is a reduction in issued shares following UK cancellations, which reduces the share count used for disclosure thresholds and may modestly increase per-share metrics once Hong Kong cancellations are completed.

Corporate Governance Expert

TL;DR: The buy-back follows proper market rules across venues; Hong Kong cancellations remain subject to administrative timing.

The filing documents compliance with UK and Hong Kong listing and corporate law classifications: UK transactions are "on Exchange" and market purchases under the Companies Act 2006; Hong Kong trades are "off market" under the Companies Act but treated as on-Exchange under Hong Kong listing rules. The statement that there are no ordinary shares held in treasury and that a revised total voting rights figure will follow Hong Kong cancellations shows attention to transparency for shareholder disclosure 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 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

3 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:	3 September 2025
Number of ordinary shares of US$0.50 each purchased:	3,270,867
Highest price paid per share:	£9.5850
Lowest price paid per share:	£9.4670
Volume weighted average price paid per share:	£9.5378

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:	3 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,005,600
Highest price paid per share:	HK$100.3000
Lowest price paid per share:	HK$98.7500
Volume weighted average price paid per share:	HK$99.5695

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 93,712,366 ordinary shares for a total consideration of approximately US$1,190.6m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,324,788,106 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 17,324,788,106 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/9152X_1-2025-9-3.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: 03 September 2025

FAQ

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

HSBC has repurchased 93,712,366 ordinary shares since the commencement of the buy-back.

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

The Company reports total consideration of approximately US$1,190.6 million for the repurchased shares.

What is HSBC's issued ordinary share capital after cancellations reported on 3 September 2025?

Following cancellation of the shares repurchased on UK venues, issued ordinary share capital is 17,324,788,106 ordinary shares with voting rights.

Were the repurchases conducted on-market or off-market?

Repurchases on UK Venues were conducted 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.

Are there any ordinary shares held in treasury after these repurchases?

The filing states there are no ordinary shares held in treasury following the UK cancellations.