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

Rhea-AI Filing Summary

HSBC Holdings plc filed a Form 6-K detailing the 22 July 2025 tranche of its US$2.0 bn buy-back authorised on 6 May 2025.

• UK Venues: 3,200,000 ordinary shares (US$0.50 par) repurchased at a VWAP of £9.4402 (high £9.4720, low £9.3970).
• Hong Kong Stock Exchange: 1,648,000 shares repurchased at a VWAP of HK$99.6765 (high HK$99.9500, low HK$99.2500).
• Programme-to-date: 242,123,470 shares bought for c.US$2.859 bn since 6 May 2025.
• Capital structure: After cancelling the UK-venue shares, outstanding ordinary share capital falls to 17,427,139,067 shares with full voting rights; none held in treasury. HK-venue cancellations are pending.

Transactions were executed by Morgan Stanley & Co. International plc and qualify as on-market purchases under UK and HK rules. A trade-by-trade schedule is available via the linked RNS PDF.

Positive

• US$2.859 bn of shares retired since May 2025, evidencing strong capital generation and commitment to shareholder returns.
• Outstanding share count reduced to 17.43 bn, supporting per-share metrics and potentially higher future dividends.

Negative

• Buy-back represents a US$2.86 bn cash outflow that could limit flexibility for alternative investments or acquisitions.
• HK-venue shares (1.65 m) are not yet cancelled, causing a temporary mismatch in reported voting rights.

Insights

Equity Research Analyst

TL;DR: HSBC retires 4.8 m shares, lifting cumulative buy-back to 242 m (US$2.86 bn); share count drops, signalling capital surplus and EPS accretion.

The latest repurchase equals 0.03 % of outstanding stock, modest on its own but adds to a sizeable 1.4 % reduction achieved since May. Deploying nearly US$2.9 bn underscores management’s confidence in capital buffers after recent earnings and regulatory stress-tests. Lower share count should provide a fractional boost to EPS and ROE while supporting the dividend narrative. Pricing—£9.44 and HK$99.68 VWAP—sits within recent trading ranges, indicating disciplined execution rather than opportunistic timing. Overall market impact is incremental yet shareholder-friendly.

Bank Capital & Risk Specialist

TL;DR: Buy-back uses excess CET1 but remains small versus 17.4 bn float; execution risk low, liquidity position unaffected.

Even after spending US$2.86 bn, the bank’s CET1 ratio is unlikely to breach management’s 14 % target given prior disclosures. No treasury shares retained, so capital is permanently retired—a cleaner outcome for ownership metrics. Pending cancellation of HK-venue shares creates a brief reporting lag but no regulatory complications. Key risk is opportunity cost: capital could have funded growth or inorganic moves. However, size is immaterial to strategic optionality. I view the event as low-risk, mildly positive.

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 July

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 July 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 Morgan Stanley & Co. International plc ("Morgan Stanley") as part of its buy-back announced on 6 May 2025.

UK Venues

Date of purchase:	22 July 2025
Number of ordinary shares of US$0.50 each purchased:	3,200,000
Highest price paid per share:	£9.4720
Lowest price paid per share:	£9.3970
Volume weighted average price paid per share:	£9.4402

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 July 2025
Number of ordinary shares of US$0.50 each purchased:	1,648,000
Highest price paid per share:	HK$99.9500
Lowest price paid per share:	HK$99.2500
Volume weighted average price paid per share:	HK$99.6765

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 6 May 2025, the Company has repurchased 242,123,470 ordinary shares for a total consideration of approximately US$2,859.3m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,427,139,067 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 17,427,139,067 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 Morgan Stanley on behalf of the Company is available via the link below.

http://www.rns-pdf.londonstockexchange.com/rns/1217S_1-2025-7-22.pdf

This announcement will also be available on HSBC's website at www.hsbc.com/sea

Enquiries to:

Lee Davis

Corporate Governance & Secretariat

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 July 2025

FAQ

How many HSBC shares were repurchased on 22 July 2025?

HSBC bought back 4,848,000 ordinary shares—3.2 m in UK venues and 1.648 m in Hong Kong.

What is the cumulative size of HSBC's 2025 buy-back programme?

Since 6 May 2025 the bank has repurchased 242,123,470 shares for approximately US$2.859 bn.

What is HSBC's new total share count after cancellation?

Following UK cancellations, HSBC has 17,427,139,067 ordinary shares with voting rights; HK cancellations are pending.

At what average price were UK shares repurchased?

The volume-weighted average price was £9.4402 per share (high £9.4720, low £9.3970).

Where can investors find the detailed trade list?

A full breakdown is available at the RNS link: http://www.rns-pdf.londonstockexchange.com/rns/1217S_1-2025-7-22.pdf.