HSBC 6-K: Share count drops to 17.39 bn after latest buy-back

Rhea-AI Filing Summary

HSBC continued its 31 Jul 2025 share-buyback programme. On 5 Aug 2025 the bank repurchased 4,239,468 ordinary shares (2,525,068 via UK venues at a VWAP of £9.2726 and 1,714,400 on the Hong Kong Stock Exchange at a VWAP of HK$96.2890). All UK trades were executed as on-market “market purchases”; Hong Kong trades are classed as on-market buy-backs under local rules.

Cumulative progress: since launch, 12,759,242 shares have been bought for c.US$155.9 m. Following cancellation of the UK-venue shares, issued share capital falls to 17,394,849,745 voting shares; none are held in treasury. Cancellation of the Hong Kong tranche is pending, after which a further total-voting-rights notice will be released.

Investor relevance: While the amount retired to date equals only ~0.07% of outstanding shares, ongoing repurchases signal surplus capital deployment and should provide modest EPS accretion and capital return to shareholders.

Positive

• US$155.9 m of shares already repurchased, demonstrating capital strength and commitment to shareholder returns.
• Buy-backs are EPS-accretive and can improve return on equity over time.

Negative

• Shares cancelled to date represent only ~0.07 % of the 17.4 bn share base, limiting near-term per-share impact.
• Cash outflow from repurchases may reduce flexibility for other strategic investments or dividends.

Insights

Equity Research Analyst

TL;DR: Buy-back execution supports capital return; impact modest but directionally positive.

The daily purchase of 4.24 m shares adds to the US$155.9 m already deployed since 31 Jul. At the current buy-back pace HSBC could retire roughly US$1 bn of stock over the next quarter, signalling a comfortable CET1 buffer above regulatory minima. Although the shares cancelled so far represent only ~0.07 % of the 17.4 bn float, buy-backs are EPS-accretive and usually supportive for valuation multiples. The VWAPs paid align closely with prevailing market prices, indicating disciplined execution. Overall effect: incrementally positive for the equity story, but not a material re-rating catalyst on its own.

Corporate Governance Specialist

TL;DR: Programme complies with UK & HK rules; transparency high, governance risk low.

HSBC discloses venue-specific data, highest/lowest prices, and cumulative shares bought, fulfilling Market Abuse Regulation and Listing Rule obligations. No treasury shares remain, so voting-rights calculations are straightforward. The split between UK and HK execution reflects HSBC’s dual-listing structure and avoids market manipulation concerns. Governance impact is neutral: capital return aligns with shareholder interests, but scale is too small to materially alter control dynamics.

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

5 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:	5 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,525,068
Highest price paid per share:	£9.3210
Lowest price paid per share:	£9.2230
Volume weighted average price paid per share:	£9.2726

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:	5 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,714,400
Highest price paid per share:	HK$96.7500
Lowest price paid per share:	HK$95.8000
Volume weighted average price paid per share:	HK$96.2890

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 12,759,242 ordinary shares for a total consideration of approximately US$155.9m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,394,849,745 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 17,394,849,745 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/1095U_1-2025-8-5.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: 05 August 2025

FAQ

How many HSBC (HSBC) shares were bought back on 5 August 2025?

4,239,468 ordinary shares (2.53 m UK, 1.71 m HK) were repurchased.

What is the cumulative size of HSBC's 2025 buy-back so far?

Since 31 Jul 2025, 12,759,242 shares have been bought for approximately US$155.9 m.

What is HSBC’s current share count after the latest cancellation?

Post-cancellation of UK venue shares, HSBC has 17,394,849,745 voting shares outstanding.

At what average price did HSBC repurchase shares in the UK on 5 Aug 2025?

The volume-weighted average price was £9.2726 per share.

Will further voting-rights updates be issued?

Yes, HSBC will release another notice once Hong Kong repurchased shares are cancelled.