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

Rhea-AI Filing Summary

HSBC Holdings plc has filed a Form 6-K to launch a new share buy-back programme of up to US$3 billion of its US$0.50 ordinary shares. Purchases will be executed by Merrill Lynch acting as principal between 1 August 2025 and 24 October 2025 (or earlier if the full amount is reached), subject to existing regulatory approvals.

Trades may occur on the London Stock Exchange, Aquis Exchange, Cboe Europe (BXE/CXE), Turquoise and the Hong Kong Stock Exchange. Buy-backs on UK venues will be treated as “on-market” transactions under the Companies Act 2006; Hong Kong trades will be “off-market” for UK law but “on-market” under Hong Kong Listing Rules and the Buy-back Code.

The maximum capacity is 1,527,737,900 shares, reflecting the residual authority granted at the 2 May 2025 AGM. All repurchased shares will be cancelled, directly lowering the share count and distributing surplus capital to shareholders. HSBC’s balance sheet stood at US$3.214 trillion in assets as of 30 June 2025, underscoring funding strength for the programme.

Positive

• US$3 billion authorised for immediate share repurchase, providing direct capital return to shareholders.
• Shares bought will be cancelled, reducing share count and supporting per-share metrics.
• Execution window (1 Aug – 24 Oct 2025) offers near-term completion and visibility.
• Programme backed by 2 May 2025 shareholder authority and multi-venue flexibility, enhancing execution efficiency.

Negative

• None.

Insights

Financial Analyst

TL;DR — US$3 bn buy-back signals capital strength and should boost per-share metrics; limited to 1.53 bn shares and completes by Oct 2025.

The announced buy-back returns meaningful capital to investors only three months after the 2025 AGM authority was granted. The US$3 bn ceiling is material in absolute terms and the shares will be cancelled, shrinking the float and mechanically supporting EPS and ROE. Execution by Merrill Lynch under preset parameters limits price-manipulation risk and ensures compliance across UK, EU and Hong Kong regimes. Given HSBC’s US$3.2 trn asset base, the cash outlay is modest relative to overall size, suggesting balance-sheet flexibility is preserved. Overall impact is positive, though investors should watch for any regulatory constraints that could curb completion.

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  

31 July 2025

HSBC HOLDINGS PLC SHARE BUY-BACK

HSBC Holdings plc ("HSBC") announces that, as outlined in its announcement on 30 July 2025, it will commence a share buy-back of HSBC's ordinary shares of US$0.50 each ("Ordinary Shares") for up to a maximum consideration of US$3,000,000,000 (three billion) (the "Buy-back"). The purpose of the Buy-back is to reduce HSBC's outstanding Ordinary Shares.

HSBC has entered into non-discretionary buy-back agreements with Merrill Lynch International ("Merrill Lynch") to enable the purchase of Ordinary Shares by Merrill Lynch, acting as principal, during the period running from 1 August 2025 and ending no later than 24 October 2025 (subject to regulatory approval remaining in place), for an aggregate purchase price of up to US$3,000,000,000 (three billion) and the simultaneous on-sale of such Ordinary Shares by Merrill Lynch to HSBC.

Merrill Lynch will make trading decisions in relation to the Buy-back independently of HSBC. Any purchases of Ordinary Shares will be carried out on the London Stock Exchange, Aquis Exchange, Cboe Europe Limited (through the BXE and CXE order books) and/or Turquoise (together, the "UK Venues") and/or The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange").

The repurchases on the UK Venues will be implemented as "on Exchange" transactions (as such term is defined in the rules of the London Stock Exchange) and will be "market purchases" for the purposes of the Companies Act 2006. The repurchases on the Hong Kong Stock Exchange will be "off-market" for the purposes of the Companies Act 2006 but will be transactions which occur "on Exchange" for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules") and which constitute an "on-market share buy-back" for the purposes of the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs ("Hong Kong Buy-back Code").

The repurchases will take place in accordance with certain pre-set parameters and in accordance with (and subject to limits prescribed by) HSBC's authority to make market purchases and off-market purchases of its Ordinary Shares, in each case granted by its shareholders at HSBC's annual general meeting on 2 May 2025 (the "2025 Authority"), Chapter 9 of the Financial Conduct Authority's Listing Rules, Article 5(1) 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 (the "Withdrawal Act")), the Commission Delegated Regulation (EU) No 2016/1052 (as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act), the Hong Kong Listing Rules, the Hong Kong Buy-back Code and applicable US federal securities laws.

Ordinary Shares repurchased under the Buy-back will be cancelled.

The maximum number of Ordinary Shares that may be repurchased under the Buy-back is 1,527,737,900, being the number of Ordinary Shares able to be repurchased under the 2025 Authority, as reduced by the number of Shares repurchased by the Company since the 2025 Authority was granted.

Investor enquiries to:

Alastair Ryan                             +44 (0) 7468 703010                  investorrelations@hsbc.com

Media enquiries to:

Gillian James                             +44 (0) 20 7992 0516                 gillian.james@hsbcib.com

Note to editors:

HSBC Holdings plc

HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in London. HSBC serves customers worldwide from offices in 57 countries and territories. With assets of US$3,214bn at 30 June 2025, HSBC is one of the world's largest banking and financial services organisations.

ends/all

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: 31 July 2025

FAQ

How much is HSBC (HSBC) spending on the 2025 share buy-back?

The programme authorises purchases of up to US$3 billion in ordinary shares.

When will HSBC’s buy-back start and end?

Purchases begin 1 August 2025 and will end no later than 24 October 2025.

What happens to the shares repurchased by HSBC?

All shares bought under the programme will be cancelled, permanently reducing the share count.

Which exchanges will HSBC use for the buy-back?

Trades may occur on the London Stock Exchange, Aquis Exchange, Cboe Europe, Turquoise and the Hong Kong Stock Exchange.

What is the maximum number of shares HSBC can repurchase?

Up to 1,527,737,900 shares, the remaining capacity under the 2025 AGM authority.