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

Rhea-AI Filing Summary

HSBC Holdings plc filed a Form 6-K disclosing daily activity under the US$3 bn share-buyback programme launched on 6 May 2025.

• 7 July 2025 repurchases
  • UK venues: 129,012 ordinary shares at a volume-weighted average price of £8.9279 (high £8.94; low £8.899).
  • Hong Kong Stock Exchange: 1,760,800 ordinary shares at a VWAP of HK$95.3169 (high HK$95.50; low HK$95.00).
• Programme-to-date: 201,203,677 shares bought back for ≈US$2.35 bn since 6 May 2025.
• Capital impact: After cancelling the UK-venue shares, issued share capital falls to 17,456,019,260 voting shares; no treasury shares remain. Cancellation of Hong Kong purchases is pending.
• The updated share count is the reference denominator for FCA’s Disclosure Guidance and Transparency Rules.
• Detailed trade data executed by Morgan Stanley is available via the linked RNS PDF.

The disclosure signals continued execution of HSBC’s buy-back, supporting capital return and EPS accretion, with no changes to guidance or strategy noted.

Positive

• Continued execution of US$3 bn buy-back reinforces management's commitment to return excess capital.
• Share count reduced to 17.456 bn, supporting EPS accretion and ROE improvement.
• Transparent, rule-compliant disclosure reduces governance risk and aids investor monitoring.

Negative

• None.

Insights

Financial Analyst

TL;DR: Ongoing US$3 bn buy-back trims share count; marginally accretive, modestly positive for valuation.

HSBC has retired another 1.9 m shares, bringing the cumulative buy-back to 201.2 m (≈1.1 % of shares outstanding pre-programme) at an average cost of ~US$11.68 per share equivalent. The cash outlay of US$2.35 bn is comfortably covered by surplus CET1 capital (end-1Q25 CET1 14.8 %). Reduced share count supports EPS and ROE progression targeted for FY-25. The VWAPs paid are close to the 30-day averages, suggesting disciplined execution without overpaying. No regulatory constraints are flagged, and the absence of treasury shares simplifies capital structure. Overall impact is incrementally positive, though already anticipated by the market since May’s announcement.

Corporate Governance Expert

TL;DR: Properly disclosed, compliant buy-back activity; no governance red flags.

The filing meets UK MAR Article 5 and Hong Kong Listing Rule requirements, providing granular trade data and updated voting rights. Immediate cancellation on UK venues and forthcoming HK cancellation avoid treasury build-up, maintaining transparency. The notification helps investors monitor threshold crossings under FCA DTR. Governance risk is low, and alignment with shareholder interests via capital return is evident.

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

7 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:	7 July 2025
Number of ordinary shares of US$0.50 each purchased:	129,012
Highest price paid per share:	£8.9400
Lowest price paid per share:	£8.8990
Volume weighted average price paid per share:	£8.9279

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:	7 July 2025
Number of ordinary shares of US$0.50 each purchased:	1,760,800
Highest price paid per share:	HK$95.5000
Lowest price paid per share:	HK$95.0000
Volume weighted average price paid per share:	HK$95.3169

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 201,203,677 ordinary shares for a total consideration of approximately US$2,349.4m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,456,019,260 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 17,456,019,260 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/0509Q_1-2025-7-7.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: 07 July 2025

FAQ

How many HSBC (HSBC) shares were repurchased on 7 July 2025?

1,889,812 ordinary shares (129,012 in the UK; 1,760,800 in Hong Kong).

What is HSBC's cumulative buy-back progress in 2025?

Since 6 May 2025, 201,203,677 shares have been repurchased for approximately US$2.35 bn.

What is the new HSBC share count after the latest cancellation?

Issued voting share capital stands at 17,456,019,260 shares, with no treasury shares.

What prices did HSBC pay for shares on UK venues?

On 7 July 2025, prices ranged from £8.8990 to £8.9400, VWAP £8.9279.

Are the Hong Kong repurchased shares already cancelled?

Not yet; cancellation takes longer. A further announcement will confirm once completed.

Where can investors find the detailed trade list?

A full breakdown is available at the RNS PDF link provided in the filing.