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

Rhea-AI Filing Summary

HSBC Holdings plc filed a Form 6-K detailing progress under the US$3 billion share buy-back announced on 6 May 2025.

On 9 July 2025 the bank repurchased a total of 1,835,543 ordinary shares (par value US$0.50):

• UK venues: 613,543 shares at prices between £9.0220 and £9.1000 (VWAP £9.0606).
• Hong Kong Stock Exchange: 1,222,000 shares at prices between HK$95.5500 and HK$96.6500 (VWAP HK$96.0581).

Since commencement, HSBC has bought back 204,518,209 shares for a total consideration of approximately US$2.390 billion.

Following cancellation of the UK-venue shares, the issued share capital stands at 17,454,926,728 ordinary shares with full voting rights; there are no treasury shares. Shares repurchased in Hong Kong will be cancelled later, after which an updated share-count notice will be released.

The buy-back is being executed by Morgan Stanley & Co. International plc. A detailed trade list is available via the RNS-PDF link provided in the filing.

Positive

• 204.5 million shares already repurchased, reducing share count and increasing EPS potential.
• Continuation of buy-back demonstrates strong capital position and management confidence.
• Clear disclosure of 17.45 billion new share count aids investor transparency.

Negative

• Share buy-backs use US$2.39 billion of cash that could alternatively fund growth or dividends.

Insights

Equity Strategist

TL;DR: Ongoing buy-back reduces share count, lifts EPS, signals capital strength; impact modest but positive.

HSBC has now retired 204.5 million shares (≈1.2 % of pre-programme shares) for US$2.39 billion. Continuation of daily repurchases indicates management confidence in capital buffers and earnings trajectory, and is accretive to per-share metrics. Post-cancellation share count of 17.45 billion provides a new denominator for EPS and ownership thresholds under UK transparency rules. The pace—about 2.1 million shares per trading day since 6 May—suggests completion within stated timeframe, supporting near-term technical demand for the stock. No adverse regulatory or liquidity issues are disclosed, so the announcement is mildly bullish.

Corporate Governance Specialist

TL;DR: Transparent disclosure meets UK/EU MAR and HK listing rules; governance risk low.

The filing provides venue-specific breakdowns, confirms cancellation process, and cites applicable regulations (Companies Act 2006, MAR, HK Takeovers Code). Absence of treasury shares removes dilution risk from potential re-issuance. The board maintains good governance practice by updating voting-rights denominator promptly. No red flags in procedural compliance, supporting neutral-to-positive governance assessment.

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

9 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:	9 July 2025
Number of ordinary shares of US$0.50 each purchased:	613,543
Highest price paid per share:	£9.1000
Lowest price paid per share:	£9.0220
Volume weighted average price paid per share:	£9.0606

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:	9 July 2025
Number of ordinary shares of US$0.50 each purchased:	1,222,000
Highest price paid per share:	HK$96.6500
Lowest price paid per share:	HK$95.5500
Volume weighted average price paid per share:	HK$96.0581

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 204,518,209 ordinary shares for a total consideration of approximately US$2,390.0m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,454,926,728 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 17,454,926,728 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/4323Q_1-2025-7-9.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: 09 July 2025

FAQ

How many HSBC shares were repurchased on 9 July 2025?

HSBC bought 1,835,543 ordinary shares across UK and Hong Kong venues.

What is the cumulative share count repurchased since 6 May 2025?

The company has repurchased 204,518,209 ordinary shares so far.

How much has HSBC spent on its 2025 buy-back programme to date?

Total consideration amounts to approximately US$2.390 billion.

What is HSBC's current issued share capital after cancellation?

After cancelling UK-venue shares, HSBC has 17,454,926,728 ordinary shares in issue.

Does HSBC hold any shares in treasury?

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

Where can investors find the detailed list of trades?

A full trade breakdown is available at the RNS-PDF link: http://www.rns-pdf.londonstockexchange.com/rns/4323Q_1-2025-7-9.pdf.