HSBC cancels repurchased shares, reduces issued capital to 17.295B

Rhea-AI Filing Summary

HSBC Holdings plc reports further share repurchases under the buy-back announced 31 July 2025. On 12 September 2025 the Group bought and cancelled 2,208,698 ordinary shares on UK Venues at an average price of £10.0830 and repurchased 1,158,400 ordinary shares on the Hong Kong Stock Exchange at an average price of HK$106.4243. Since the buy-back began the Company has repurchased 116,335,231 ordinary shares for total consideration of approximately US$1,489.1m. Following cancellation of previously repurchased Hong Kong shares and today’s UK cancellations, issued ordinary share capital will be 17,294,764,441 shares with voting rights and there are no shares held in treasury. A full trade breakdown is available via the provided RNS link.

Positive

• Significant capital return: 116,335,231 shares repurchased for ~US$1,489.1m since buy-back start.
• Permanent share reduction: Cancellation of repurchased shares leaves issued ordinary share capital at 17,294,764,441 with no treasury shares.
• Cross-market execution: Repurchases executed on UK and Hong Kong exchanges in compliance with respective market rules and MAR disclosure requirements.

Negative

• Timing difference in cancellations: Shares bought on the Hong Kong Stock Exchange take longer to cancel, delaying the final total voting rights update.

Insights

Securities Analyst

TL;DR: HSBC has executed a sizeable buy-back, reducing share count and returning about US$1.49bn to shareholders so far.

The repurchase programme is material in scale, with 116.3 million shares bought for ~US$1,489.1m, indicating active capital return and potential support for earnings per share. Cancellations have lowered issued share capital to 17.295 billion shares and there are no treasury holdings, meaning the reduction is permanent rather than temporary.

Repurchases on UK Venues were implemented as on-exchange market purchases and Hong Kong trades are treated as off-market under UK law but on-market under Hong Kong rules; this shows cross-jurisdictional execution complexity and compliance with listing rules. Investors should note that Hong Kong cancellations take longer to process; full voting-rights figures will be updated once outstanding cancellations complete.

Corporate Governance Specialist

TL;DR: The board is actively returning capital via a structured buy-back and has permanently cancelled repurchased shares.

The permanent cancellation of repurchased shares and the absence of treasury holdings signal a clear intent to reduce outstanding equity rather than hold shares for future issuance. The announcement follows required disclosure formats across UK and Hong Kong venues and includes a trade-level breakdown link under MAR compliance. Timing differences in cancellation between jurisdictions are disclosed transparently.

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 Transaction in Own Shares cover of Form 20-F or Form 40-F).

Form 20-F X                 Form 40-F  

HSBC HOLDINGS PLC

12 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:	12 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,208,698
Highest price paid per share:	£10.1160
Lowest price paid per share:	£10.0580
Volume weighted average price paid per share:	£10.0830

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:	12 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,158,400
Highest price paid per share:	HK$106.8000
Lowest price paid per share:	HK$106.1000
Volume weighted average price paid per share:	HK$106.4243

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 116,335,231 ordinary shares for a total consideration of approximately US$1,489.1m.

On 12 September 2025, 16,088,400 ordinary shares of US$0.50 each which were awaiting cancellation having been repurchased on the Hong Kong Stock Exchange previously were cancelled. Following the cancellation of those shares and following the cancellation of shares repurchased on the UK Venues today, the Company's issued ordinary share capital will consist of 17,294,764,441 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 17,294,764,441 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/2166Z_1-2025-9-12.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: 12 September 2025

FAQ

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

HSBC has repurchased 116,335,231 ordinary shares since the buy-back commenced, for approximately US$1,489.1m in total consideration.

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

Following cancellations, HSBC's issued ordinary share capital is 17,294,764,441 ordinary shares with voting rights.

Were the share repurchases on-exchange or off-market?

Repurchases on UK Venues were executed as on-exchange market purchases; Hong Kong Stock Exchange trades are treated as off-market under the Companies Act 2006 but as on-exchange under Hong Kong listing rules.

Has HSBC retained any repurchased shares in treasury?

No. The announcement states there are no ordinary shares held in treasury; repurchased shares have been cancelled.

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

A full trade-level breakdown made by Merrill Lynch on behalf of the Company is available at the RNS link: http://www.rns-pdf.londonstockexchange.com/rns/2166Z_1-2025-9-12.pdf.