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

Rhea-AI Filing Summary

HSBC Holdings plc announced further purchases under its buy-back announced 31 July 2025. On 5 September 2025 the company repurchased 2,248,042 ordinary shares on UK venues at an average price of £9.7176 and 1,213,200 ordinary shares on the Hong Kong Stock Exchange at an average price of HK$100.9836. Since the buy-back began, HSBC has repurchased 100,997,163 ordinary shares for approximately US$1,284.8m in total. After cancelling the UK-venue repurchases, issued ordinary share capital stands at 17,320,251,709 ordinary shares with voting rights; no shares are held in treasury. Cancellation of the Hong Kong trades is pending and a further total voting rights announcement will follow once those cancellations complete.

Positive

• Buy-back execution: Company repurchased 100,997,163 shares since program start, showing active capital return
• Material scale: Total consideration of approximately US$1,284.8m demonstrates significant deployment of capital to reduce share count
• Transparency: Provides venue-level details and a link to the full trade breakdown to meet regulatory disclosure requirements

Negative

• None.

Insights

Financial Analyst

TL;DR: HSBC continued a sizeable buy-back program, repurchasing 100.997m shares to date for ~$1.285bn, reducing issued share capital post-UK cancellations.

The transactions indicate active capital return execution across multiple exchanges with combined daily volumes of 3.461m shares on 5 September 2025. The disclosed total consideration of roughly US$1,284.8m since program start is a material cash outflow relative to a single buy-back program and will reduce share count once all purchases are cancelled. The announcement is procedural and compliance-focused, providing trading venue breakdowns and confirming voting-share denominator for disclosure rules.

Corporate Governance Expert

TL;DR: The filing documents lawful on- and off-market repurchases and updates the official voting-share denominator after cancellations.

HSBC clarifies legal character of trades across UK and Hong Kong venues and notes timing differences for cancellation. The statement that no ordinary shares are held in treasury and that cancelled UK-venue shares reduce issued capital is important for shareholder notification thresholds. The company provides the link to a full trade breakdown to satisfy Market Abuse Regulation disclosure requirements.

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

5 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:	5 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,248,042
Highest price paid per share:	£9.8140
Lowest price paid per share:	£9.6020
Volume weighted average price paid per share:	£9.7176

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:	5 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,213,200
Highest price paid per share:	HK$101.9000
Lowest price paid per share:	HK$100.4000
Volume weighted average price paid per share:	HK$100.9836

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 100,997,163 ordinary shares for a total consideration of approximately US$1,284.8m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,320,251,709 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 17,320,251,709 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/2849Y_1-2025-9-5.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: 05 September 2025

FAQ

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

100,997,163 ordinary shares have been repurchased since the buy-back commenced.

What is the total consideration HSBC has paid for the repurchased shares so far?

Approximately US$1,284.8m in total consideration for repurchased ordinary shares.

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

17,320,251,709 ordinary shares with voting rights following cancellation of the UK-venue repurchases.

Were the repurchases on the London and Hong Kong exchanges on-market or off-market?

UK Venues: implemented as on-Exchange market purchases; Hong Kong Stock Exchange: treated as off-market under the Companies Act 2006 but on-Exchange under Hong Kong listing rules.

Are any repurchased shares held in treasury?

No ordinary shares are held in treasury according to the announcement.