HSBC cancels UK buy-backs; 97.5m shares bought for US$1.24bn

Rhea-AI Filing Summary

HSBC Holdings plc reports purchases for cancellation under its buy-back announced 31 July 2025. On 4 September 2025 the company repurchased 2,288,355 ordinary shares on UK Venues at an average price of £9.5636 per share and 1,535,200 ordinary shares on the Hong Kong Stock Exchange at an average price of HK$99.7119 per share. Since the buy-back began, HSBC has repurchased 97,535,921 ordinary shares for total consideration of approximately US$1,239.6m. After cancelling the UK Venues repurchases, issued ordinary share capital is 17,322,499,751 ordinary shares with voting rights; there are no shares held in treasury. Cancellation of Hong Kong-repurchased shares is pending and a further total voting rights announcement will follow once those shares are cancelled.

Insights

Capital Markets Analyst

TL;DR: HSBC executed significant cross-market buy-backs totaling ~97.5m shares for US$1.24bn, reducing issued share capital after UK cancellations.

The repurchase activity is sizeable and shows active capital return under the buy-back program announced 31 July 2025. The filing provides precise executed volumes and average prices on UK and Hong Kong venues and confirms cancellation of UK Venue purchases, reducing issued ordinary share capital to 17,322,499,751 shares. The disclosure that Hong Kong cancellations take longer is operationally important for calculating immediate voting-right denominators. All transactions comply with respective exchange and Companies Act rules as stated.

Corporate Governance Specialist

TL;DR: The company followed required disclosure protocols for on- and off-market buy-backs and updated voting-rights denominator after cancellations.

HSBC provided the market with required breakdowns and a link to full trade details under MAR Article 5(1)(b). The announcement clarifies legal treatment of trades across UK Venues and the Hong Kong Stock Exchange and confirms no treasury shares remain. The pending Hong Kong cancellations create a timing gap for final voting-right calculations, which the company will address in a subsequent notice.

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 cover of Form 20-F or Form 40-F).

Form 20-F X Form 40-F  

HSBC HOLDINGS PLC

4 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:	4 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,288,355
Highest price paid per share:	£9.6280
Lowest price paid per share:	£9.4960
Volume weighted average price paid per share:	£9.5636

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:	4 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,535,200
Highest price paid per share:	HK$100.3000
Lowest price paid per share:	HK$99.3500
Volume weighted average price paid per share:	HK$99.7119

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 97,535,921 ordinary shares for a total consideration of approximately US$1,239.6m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,322,499,751 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 17,322,499,751 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/1055Y_1-2025-9-4.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: 04 September 2025

FAQ

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

HSBC has repurchased 97,535,921 ordinary shares since the commencement of the buy-back.

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

The total consideration for the repurchased shares is approximately US$1,239.6m.

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

Following cancellation of the shares repurchased on UK Venues, issued ordinary share capital is 17,322,499,751 ordinary shares with voting rights.

Were the repurchases conducted on recognized exchanges and in compliance with rules?

Yes. UK repurchases were implemented as on Exchange market purchases and Hong Kong transactions constitute on-market buy-backs under Hong Kong listing rules, per the filing.

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

A full breakdown is available via the link provided in the announcement: http://www.rns-pdf.londonstockexchange.com/rns/1055Y_1-2025-9-4.pdf.