HSBC cancels shares; issued capital falls to 17.28bn after buy-back

Rhea-AI Filing Summary

HSBC Holdings plc announced it purchased for cancellation additional ordinary shares as part of its buy-back launched 31 July 2025. On 19 September 2025 the company repurchased 2,149,715 shares on UK venues at an average price of £10.2427 per share and 1,490,000 shares on the Hong Kong Stock Exchange at an average price of HK$106.5533 per share. Since the buy-back began the company has repurchased 134,595,123 ordinary shares for total consideration of approximately US$1,740.7 million. Following cancellation of the UK-venue repurchases, issued ordinary share capital is 17,283,934,549 shares, which shareholders may use as the denominator for disclosure calculations. A full trade breakdown is available via the provided RNS link.

Positive

• Material buy-back executed: 134,595,123 ordinary shares repurchased since 31 July 2025 representing approximately US$1,740.7m of capital returned.
• Share count reduction: Cancellation of UK-venue repurchases reduces issued ordinary share capital to 17,283,934,549 shares, narrowing the share base.
• Regulatory transparency: Transaction-level trade breakdown provided and repurchases described under applicable UK and Hong Kong rules.

Negative

• None.

Insights

Financial Analyst

TL;DR: HSBC's ongoing buy-back is sizable, returning about US$1.74bn of capital and reducing share count, which is likely earnings-accretive per share.

The report confirms continued execution of the buy-back program with 134.6m shares repurchased for ~US$1,740.7m to date. Cancellation of UK-venue purchases reduces issued share capital to 17.28bn shares, tightening the share base. The announcement includes transaction-level pricing on UK and Hong Kong venues, supporting transparency on execution costs. For investors this is a clearly material capital-return action documented under applicable exchange and company law rules.

Corporate Governance Expert

TL;DR: The filing shows formal compliance with market rules and disclosure obligations while executing an on-market share buy-back across jurisdictions.

HSBC describes repurchases as "on Exchange" on UK venues and "off market" (but treated as on Exchange for Hong Kong rules), and cites Market Abuse Regulation reporting requirements with a link to a full trade breakdown. The company specifies there are no treasury shares and provides the updated issued share capital for regulatory disclosure. The notice demonstrates procedural adherence to Companies Act and listing rules across markets.

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

19 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:	19 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,149,715
Highest price paid per share:	£10.3000
Lowest price paid per share:	£10.1600
Volume weighted average price paid per share:	£10.2427

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:	19 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,490,000
Highest price paid per share:	HK$107.0000
Lowest price paid per share:	HK$106.3000
Volume weighted average price paid per share:	HK$106.5533

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 134,595,123 ordinary shares for a total consideration of approximately US$1,740.7m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,283,934,549 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 17,283,934,549 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/1315A_1-2025-9-19.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: 19 September 2025

FAQ

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

HSBC has repurchased 134,595,123 ordinary shares since the buy-back commenced on 31 July 2025.

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

Total consideration for repurchased shares to date is approximately US$1,740.7 million.

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

Following cancellation of the shares repurchased on UK venues, issued ordinary share capital is 17,283,934,549 ordinary shares.

Where were the 19 September 2025 repurchases executed and at what average prices?

On 19 September 2025 repurchases were executed on UK venues: 2,149,715 shares at an average £10.2427; and on the Hong Kong Stock Exchange: 1,490,000 shares at an average HK$106.5533.

Are detailed trade records available for HSBC's buy-back?

Yes. A full breakdown of individual trades made by Merrill Lynch on HSBC's behalf is available via the RNS link provided in the filing.