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

Rhea-AI Filing Summary

HSBC Holdings plc reports on 8 August 2025 that it purchased and cancelled ordinary shares as part of the buy-back announced on 31 July 2025. On UK trading venues the company bought 2,435,999 shares at a volume-weighted average price of £9.3243 per share. On the Hong Kong Stock Exchange it bought 1,218,800 shares at a VWAP of HK$97.9050 per share.

Since the buy-back began, HSBC has repurchased 24,218,421 ordinary shares for approximately US$298.8m. After cancellation of the UK-repurchased shares the issued ordinary share capital is 17,387,459,366 shares with voting rights and there are no shares held in treasury. Cancellation of shares bought in Hong Kong takes longer and a further announcement will follow once those cancellations are completed.

Positive

• Executed repurchases of 24,218,421 ordinary shares since the programme began, demonstrating active capital return
• Clear execution details provided: per-market volumes and VWAPs for UK and Hong Kong trades improve transparency
• Issued share capital reduced to 17,387,459,366 shares following cancellation of UK-repurchased shares
• No treasury shares outstanding after cancellations, simplifying the company capital structure

Negative

• Hong Kong cancellations delayed: shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled and require a further announcement
• Funding and overall programme size beyond the disclosed repurchases are not detailed in this notice

Insights

Financial Analyst

TL;DR: HSBC continues active share buy-back, reducing share count and returning about US$298.8m to shareholders.

The announcement details executed trades on 8 August 2025 and cumulative repurchases since the 31 July 2025 programme start. The company cancelled UK-repurchased shares bringing issued share capital to 17,387,459,366, which reduces the share base immediately. The disclosed VWAPs and per-market trade breakdown increase transparency on execution costs. The repurchased volume of 24.2 million shares for US$298.8m signals a measurable capital return without disclosure of program size or funding source in this notice.

Corporate Governance Expert

TL;DR: Buy-back executed in compliance with exchange rules; Hong Kong cancellations are pending and will be announced separately.

The filing clarifies that UK trades were implemented as "on Exchange" and as "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 statement that no ordinary shares are held in treasury and that further notice will follow once Hong Kong cancellations complete reflects standard governance disclosure. The announcement includes a link to a full trade breakdown, supporting recordkeeping and regulatory transparency.

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

8 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:	8 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,435,999
Highest price paid per share:	£9.3850
Lowest price paid per share:	£9.2810
Volume weighted average price paid per share:	£9.3243

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 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,218,800
Highest price paid per share:	HK$98.4000
Lowest price paid per share:	HK$97.6000
Volume weighted average price paid per share:	HK$97.9050

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 24,218,421 ordinary shares for a total consideration of approximately US$298.8m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,387,459,366 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 17,387,459,366 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/6819U_1-2025-8-8.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: 08 August 2025

FAQ

What shares did HSBC (HSBC) repurchase on 8 August 2025?

HSBC repurchased 2,435,999 ordinary shares on UK venues (VWAP £9.3243) and 1,218,800 shares on the Hong Kong Stock Exchange (VWAP HK$97.9050).

How many shares has HSBC repurchased since the buy-back began?

Since the buy-back announced on 31 July 2025, HSBC has repurchased 24,218,421 ordinary shares for approximately US$298.8m.

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

Following cancellation of the shares repurchased on UK venues the issued ordinary share capital is 17,387,459,366 ordinary shares with voting rights.

Are any repurchased shares held in treasury by HSBC?

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

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

A full breakdown of trades made by Merrill Lynch on behalf of HSBC is available at the provided link: http://www.rns-pdf.londonstockexchange.com/rns/6819U_1-2025-8-8.pdf.