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

Rhea-AI Filing Summary

On 23 Jul 2025 HSBC repurchased 5.15 million ordinary shares (3.20 million via UK venues at £9.4584 VWAP; 1.95 million on the Hong Kong Stock Exchange at HK$99.7193) as part of the buy-back launched on 6 May 2025.

To date, the programme has retired 247.27 million shares for an aggregate consideration of approx. US$2.925 billion. After cancelling the UK-venue shares, issued share capital declines to 17,423,939,067 shares, all carrying voting rights and with no treasury stock. Cancellation of the Hong Kong tranche will follow, after which a further total-voting-rights notice will be issued.

The continuing buy-back returns surplus capital, incrementally supports EPS and signals management’s confidence in HSBC’s valuation.

Positive

• US$2.925 bn in cumulative repurchases demonstrates strong capital return commitment.
• Cancellation reduces issued share capital to 17.424 bn shares, supporting per-share metrics.

Negative

• Buy-back represents a significant cash outflow that could limit funds available for other strategic uses.

Insights

Financial Analyst

TL;DR: Ongoing $2.9 bn buy-back cuts share count, modestly boosts EPS and signals capital strength.

HSBC has removed 247 m shares (≈1.4 % of pre-programme shares) for US$2.93 bn since May. The latest 5.15 m repurchase equates to ~£48 m in the UK and ~HK$194 m in Hong Kong, executed near market prices, limiting slippage. Post-cancellation, the share count falls to 17.424 bn, creating incremental EPS accretion and improving capital efficiency. The absence of treasury shares simplifies governance. While the cash outflow lowers CET1 marginally, HSBC’s large capital base should absorb it. Overall impact is favourable for shareholders seeking capital returns.

Corporate Governance Expert

TL;DR: Buy-back executed under clear regulatory frameworks; governance risk low.

The transactions comply with UK MAR Article 5 and Hong Kong Listing Rules, and the company provides granular trade data via RNS. Timely disclosure of updated voting-rights denominator aids transparency and supports accurate shareholder reporting under FCA DTR. No treasury shares remain, mitigating potential voting confusion. The staggered cancellation of Hong Kong shares is procedural rather than material. From a governance standpoint, execution appears robust and shareholder-friendly.

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

23 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:	23 July 2025
Number of ordinary shares of US$0.50 each purchased:	3,200,000
Highest price paid per share:	£9.4930
Lowest price paid per share:	£9.3710
Volume weighted average price paid per share:	£9.4584

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:	23 July 2025
Number of ordinary shares of US$0.50 each purchased:	1,947,200
Highest price paid per share:	HK$99.9500
Lowest price paid per share:	HK$99.3500
Volume weighted average price paid per share:	HK$99.7193

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 247,270,670 ordinary shares for a total consideration of approximately US$2,925.0m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,423,939,067 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 17,423,939,067 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/3014S_1-2025-7-23.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: 23 July 2025

FAQ

How many HSBC (HSBC) shares were bought back on 23 July 2025?

HSBC repurchased 5,147,200 ordinary shares (3.2 m in the UK, 1.95 m in Hong Kong).

What prices did HSBC pay for the latest share repurchase?

UK VWAP was £9.4584; Hong Kong VWAP was HK$99.7193 per share.

What is the total size of HSBC’s 2025 share buy-back so far?

Since 6 May 2025, HSBC has spent US$2.925 bn to repurchase 247.27 m shares.

How many HSBC shares are now in issue?

After cancelling the UK-venue shares, issued ordinary share capital is 17,423,939,067 shares.

Does HSBC hold any treasury shares after the repurchase?

No. HSBC reports zero ordinary shares held in treasury following the cancellation.