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

Rhea-AI Filing Summary

HSBC Holdings plc announced purchases and cancellations of its ordinary shares as part of the buy-back program announced 31 July 2025. On 22 August 2025 the company repurchased and cancelled 1,949,686 shares on UK Venues at an average price of £9.6966 per share and repurchased 1,434,400 shares on the Hong Kong Stock Exchange at an average price of HK$101.0207 per share.

Since the buy-back began, HSBC has repurchased 62,981,075 ordinary shares for a total consideration of approximately US$795.7m. Following cancellation of the UK Venues repurchases, issued ordinary share capital is 17,357,102,197 shares with voting rights; Hong Kong repurchases will be cancelled later and total voting rights will be updated then.

Insights

Financial Analyst

TL;DR: HSBC's ongoing buy-back has materially reduced share count to strengthen per-share metrics; US$795.7m repurchases to date show active capital return.

The announcement provides clear execution details for the buy-back on multiple exchanges and confirms cancellations on UK Venues, reducing issued shares to 17,357,102,197. Repurchases totaling 62,981,075 shares for ~US$795.7m are sizable and likely to be accretive to metrics like EPS once Hong Kong cancellations complete. The staged cancellation timing (UK immediate, HK delayed) is disclosed, which affects the denominator for disclosure rules and timing of full capital impact.

Corporate Governance Expert

TL;DR: The company followed exchange-specific rules for purchases; disclosures meet regulatory detail requirements, with final voting totals pending.

HSBC details that UK transactions are "on Exchange" and market purchases under the Companies Act 2006, while Hong Kong trades are treated as "off market" under UK law but "on Exchange" under Hong Kong rules. The filing points shareholders to a full trade breakdown link, and it specifies the denominator for shareholder notification calculations, demonstrating attention to governance and disclosure obligations. Timing differences for cancellations are explicitly acknowledged.

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 August

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

22 August 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:	22 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,949,686
Highest price paid per share:	£9.7220
Lowest price paid per share:	£9.6570
Volume weighted average price paid per share:	£9.6966

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:	22 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,434,400
Highest price paid per share:	HK$101.3000
Lowest price paid per share:	HK$100.7000
Volume weighted average price paid per share:	HK$101.0207

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 62,981,075 ordinary shares for a total consideration of approximately US$795.7m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,357,102,197 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 17,357,102,197 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/5032W_1-2025-8-22.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: 22 August 2025