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

Rhea-AI Filing Summary

HSBC Holdings plc announced that, under its buy-back launched 31 July 2025, it has repurchased 127,339,516 ordinary shares for approximately US$1,640.4m. On 17 September 2025 the company bought and cancelled 2,187,108 shares on UK trading venues at an average price of £10.1164 per share and 1,480,000 shares on the Hong Kong Stock Exchange at an average price of HK$106.6809 per share.

After cancelling the UK-venue repurchases, issued ordinary share capital stands at 17,288,210,556 ordinary shares with voting rights and there are no shares held in treasury. Cancellation of Hong Kong-repurchased shares takes longer; a further total voting rights announcement will follow once those shares are cancelled. A full breakdown of trades executed by Merrill Lynch on HSBC's behalf is available at the linked RNS PDF.

Positive

• Substantive buy-back: Repurchase of 127,339,516 ordinary shares for approximately US$1,640.4m under the announced program.
• Reduced issued share capital: After UK cancellations, issued ordinary share capital is 17,288,210,556 shares with voting rights and no treasury shares.

Negative

• Hong Kong cancellations pending: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, delaying finalization of total voting rights.

Insights

Financial Analyst

TL;DR HSBC executed a sizeable buy-back of 127.3M shares for ~US$1.64bn, reducing issued share capital to about 17.29bn shares.

The repurchase program is material in absolute terms and reduces share count, which can increase earnings-per-share metrics if earnings remain stable. The company completed on‑exchange purchases across UK venues and executed additional off‑market purchases in Hong Kong, reflecting a coordinated multi‑venue execution. The disclosed per‑share averages (£10.1164 and HK$106.6809) provide transparency on execution prices. Investors should note the total cash outflow of ~US$1.64bn tied to this program as a use of capital that reduces balance sheet liquidity proportionately.

Corporate Governance Expert

TL;DR The buy‑back was executed within market rules across jurisdictions, with cancelled UK shares reflected in the updated voting share total.

HSBC followed applicable on‑exchange and off‑market rules in the UK and Hong Kong and provided a trade breakdown link to satisfy disclosure requirements under the Market Abuse Regulation. The firm also confirmed there are no treasury shares following UK cancellations. The outstanding Hong Kong cancellation timeline remains pending, which the company explicitly flagged and will resolve with a further announcement on total voting rights.

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

17 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:	17 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,187,108
Highest price paid per share:	£10.1780
Lowest price paid per share:	£10.0380
Volume weighted average price paid per share:	£10.1164

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:	17 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,480,000
Highest price paid per share:	HK$106.9000
Lowest price paid per share:	HK$106.4000
Volume weighted average price paid per share:	HK$106.6809

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 127,339,516 ordinary shares for a total consideration of approximately US$1,640.4m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,288,210,556 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 17,288,210,556 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/7706Z_1-2025-9-17.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: 17 September 2025

FAQ

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

HSBC repurchased 127,339,516 ordinary shares in total since the buy-back commenced.

What is the total consideration HSBC paid for the repurchased shares?

Approximately US$1,640.4m in total consideration for the repurchased shares.

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

17,288,210,556 ordinary shares with voting rights after cancellation of shares repurchased on UK venues.

Were the repurchases executed on regulated exchanges?

Yes: UK repurchases were 'on Exchange' on the London Stock Exchange, Aquis, Cboe Europe and/or Turquoise; Hong Kong purchases were executed on The Stock Exchange of Hong Kong.

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

A detailed trade breakdown is available via the RNS link provided: http://www.rns-pdf.londonstockexchange.com/rns/7706Z_1-2025-9-17.pdf