HSBC continues buy-back: 123.7m shares bought, HK cancellations pending

Rhea-AI Filing Summary

HSBC Holdings plc has continued its buy-back program announced 31 July 2025, purchasing and cancelling ordinary shares across UK and Hong Kong trading venues. On 16 September 2025 the company repurchased 2,181,285 shares on UK Venues at an average price of £10.0699 and 1,497,200 shares on the Hong Kong Stock Exchange at an average price of HK$107.1613. Since the program began HSBC has repurchased 123,672,408 ordinary shares for a total consideration of approximately US$1,589.9 million.

Following cancellation of the UK-venue repurchases, HSBC's issued ordinary share capital totals 17,290,397,664 ordinary shares with voting rights and there are no shares held in treasury. Cancellation of shares bought on the Hong Kong Stock Exchange is taking longer; HSBC will announce total voting rights once those cancellations are complete. A full breakdown of individual trades executed by Merrill Lynch is available via the link provided in the announcement.

Positive

• Meaningful share repurchase: 123,672,408 ordinary shares repurchased since 31 July 2025 for approximately US$1,589.9m.
• Reduction in issued share capital: After UK cancellations, issued ordinary share capital is 17,290,397,664 shares with voting rights and no shares held in treasury.
• Regulatory and market compliance: Repurchases conducted on multiple exchanges with disclosure of trade breakdown under Market Abuse Regulation.

Negative

• Pending cancellations: Shares repurchased on the Hong Kong Stock Exchange take longer to cancel, delaying final confirmation of total voting rights.

Insights

Financial Analyst

TL;DR: A sizable, ongoing buy-back: 123.7m shares repurchased for ~US$1.59bn, reducing share count and returning capital to shareholders.

The repurchase program is material in absolute terms, with 123,672,408 shares bought since 31 July 2025 for approximately US$1,589.9m. Cancellation of UK-venue purchases has already reduced issued share capital to 17,290,397,664 shares, which modestly increases underlying EPS and shareholder ownership percentages if earnings remain constant. Trades occurred across multiple trading venues, using Merrill Lynch as the broker, and average execution prices are disclosed for the 16 September trades in both GBP and HKD. The continuing timeline for cancelling Hong Kong trades introduces short-term transparency latency for the exact share count.

Corporate Governance Expert

TL;DR: Buy-back executed within market rules across jurisdictions; cancellations completed for UK trades but HK cancellations pending.

The announcement clarifies that UK repurchases were implemented as "on Exchange" market purchases under the Companies Act 2006 and that Hong Kong repurchases are treated as "off market" for UK statute while still "on Exchange" under Hong Kong listing rules. This cross-jurisdictional compliance detail is important for governance and disclosure. The company also provides a link to a full breakdown of trades in line with Market Abuse Regulation requirements, supporting regulatory transparency. The delayed cancellation process for HK-listed repurchases means an interim period before the company can confirm final voting rights denominator.

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

16 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:	16 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,181,285
Highest price paid per share:	£10.1460
Lowest price paid per share:	£9.9970
Volume weighted average price paid per share:	£10.0699

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:	16 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,497,200
Highest price paid per share:	HK$107.5000
Lowest price paid per share:	HK$106.7000
Volume weighted average price paid per share:	HK$107.1613

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 123,672,408 ordinary shares for a total consideration of approximately US$1,589.9m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,290,397,664 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 17,290,397,664 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/5893Z_1-2025-9-16.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: 16 September 2025

FAQ

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

HSBC has repurchased 123,672,408 ordinary shares since the buy-back commenced.

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

The total consideration for the repurchased shares is approximately US$1,589.9 million.

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

Following cancellation of the UK-venue repurchases, issued ordinary share capital is 17,290,397,664 ordinary shares with voting rights.

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

Repurchases on UK Venues were implemented as on Exchange market purchases; repurchases on the Hong Kong Stock Exchange are treated as off market for UK statute but as on Exchange under Hong Kong listing rules.

Are there any shares held in treasury after these repurchases?

No, the announcement states there are no ordinary shares held in treasury.

Where can I find a detailed breakdown of the individual trades?

A full breakdown of trades executed by Merrill Lynch on behalf of HSBC is available at the link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/5893Z_1-2025-9-16.pdf.