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

Rhea-AI Filing Summary

HSBC Holdings plc reported on its 8 July 2025 share buy-back activity under the US$3 billion programme launched on 6 May 2025.

• UK venues: 478,989 ordinary shares (US$0.50 par) repurchased and cancelled at a volume-weighted average price of £8.9811 (high £9.0160, low £8.9550).
• Hong Kong Stock Exchange: 1,000,000 ordinary shares repurchased at a volume-weighted average price of HK$95.7583 (high HK$96.2000, low HK$95.4000). These shares will be cancelled once local processing is completed.

Since the programme’s inception, HSBC has bought back 202,682,666 shares for an aggregate consideration of approximately US$2,367.5 million.

After cancelling the latest UK-venue shares, issued share capital stands at 17,455,540,271 ordinary shares with full voting rights and no treasury shares. A separate notice will follow when Hong Kong-repurchased shares are cancelled.

The trade-by-trade breakdown executed by Morgan Stanley is available via the posted RNS PDF link. This disclosure complies with Article 5(1)(b) of the UK-adopted Market Abuse Regulation.

Positive

• 202,682,666 shares repurchased for approximately US$2.37 billion since 6 May 2025, demonstrating significant capital return commitment.
• Issued share capital reduced to 17.46 billion shares, permanently increasing existing shareholders’ proportional ownership.
• No treasury shares outstanding, confirming all repurchased shares are cancelled rather than held for resale.

Negative

• None.

Insights

Securities Analyst

TL;DR: HSBC’s buy-back retires 1.48 m shares on 8 Jul, taking total repurchases to 202.7 m; ongoing capital return is shareholder-friendly.

The filing confirms HSBC’s steady execution of its 2025 buy-back. Purchasing 1.48 million shares on a single day and US$2.37 billion overall signals strong capital flexibility after 1Q results and recent dividend increases. The reduction of the share count to 17.46 billion immediately raises each remaining share’s proportional claim on future distributions. No treasury shares remain, underlining permanent retirement. Given the scale—about 1.2% of shares outstanding already cancelled—this is a material, positive capital management action even without new earnings data.

Corporate Governance Expert

TL;DR: Disclosure meets UK MAR and Hong Kong listing rules; clear share-count update aids transparency for voting-rights calculations.

HSBC details venue-specific mechanics, highest/lowest prices, and aggregated totals, aligning with Article 5 of MAR and Hong Kong takeover codes. Immediate cancellation on UK venues and forthcoming cancellation in Hong Kong are clearly distinguished, ensuring investors can accurately track voting-rights denominators. Providing a granular trading log via RNS further supports governance best practice.

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

8 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:	8 July 2025
Number of ordinary shares of US$0.50 each purchased:	478,989
Highest price paid per share:	£9.0160
Lowest price paid per share:	£8.9550
Volume weighted average price paid per share:	£8.9811

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:	8 July 2025
Number of ordinary shares of US$0.50 each purchased:	1,000,000
Highest price paid per share:	HK$96.2000
Lowest price paid per share:	HK$95.4000
Volume weighted average price paid per share:	HK$95.7583

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 202,682,666 ordinary shares for a total consideration of approximately US$2,367.5m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,455,540,271 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 17,455,540,271 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/2448Q_1-2025-7-8.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: 08 July 2025

FAQ

How many HSBC (HSBC) shares were repurchased on 8 July 2025?

1,478,989 ordinary shares in total—478,989 on UK venues and 1,000,000 on the Hong Kong Stock Exchange.

What was the average price HSBC paid for its UK share buy-back on 8 July 2025?

The volume-weighted average price was £8.9811 per share.

What is the cumulative size of HSBC’s 2025 share buy-back to date?

Since 6 May 2025, HSBC has repurchased 202,682,666 shares for about US$2.37 billion.

How many HSBC shares are currently in issue after the latest cancellation?

There are 17,455,540,271 ordinary shares with voting rights and no treasury shares.

Where can investors find the detailed trade list for the 8 July 2025 buy-back?

A full breakdown is provided in the RNS PDF at http://www.rns-pdf.londonstockexchange.com/rns/2448Q_1-2025-7-8.pdf.

Will HSBC make another announcement after cancelling Hong Kong repurchased shares?

Yes. The company stated it will issue a separate total voting rights announcement once Hong Kong shares are cancelled.