HSBC reduces share count to 17.318bn after UK cancellations

Rhea-AI Filing Summary

HSBC Holdings plc carried out further purchases under its buy-back announced on 31 July 2025, repurchasing 104,737,172 ordinary shares for approximately US$1,333.5m to date. On 8 September 2025 the company bought 2,244,009 shares on UK venues at an average price of £9.6507 and 1,496,000 shares on the Hong Kong Stock Exchange at an average price of HK$101.3255. Following cancellation of the UK Venues repurchases, issued ordinary share capital is 17,318,007,700 shares with voting rights and there are no shares held in treasury. Cancellation of the Hong Kong trades is still pending and a further announcement will follow once those shares are cancelled. The above issued share figure may be used by shareholders as the denominator for disclosure calculations.

Positive

• Material capital return: 104,737,172 shares repurchased for approximately US$1,333.5m under the announced buy-back.
• Immediate cancellation (UK): Shares repurchased on UK venues were cancelled, reducing issued ordinary share capital to 17,318,007,700 shares with voting rights.
• Regulatory disclosure: Full trade breakdown provided under MAR and venue-specific details disclosed, demonstrating compliance and transparency.

Negative

• Staggered cancellation: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, leaving issued share count pending until cancellation completes.

Insights

Financial Analyst

TL;DR: HSBC is executing a sizable buy-back, reducing share count by over 100m shares and spending ~US$1.33bn, which is a clear capital-return move.

The repurchase program is material in absolute terms: 104,737,172 shares repurchased for ~US$1,333.5m signals active capital return and reduces outstanding shares, potentially increasing EPS and ownership concentration. The majority of listed purchases on UK venues were cancelled immediately, lowering issued share capital to 17,318,007,700. Trades executed on the Hong Kong Stock Exchange remain subject to local cancellation timing, creating a temporary mismatch between repurchases and cancelled shares. These transactions are on-exchange market purchases consistent with applicable rules, minimizing execution risk.

Corporate Governance Expert

TL;DR: The buy-back follows proper market and legal procedures; staggered cancellation between jurisdictions is operationally normal but worth noting.

HSBC disclosed venue-level execution details and provided a link to a full trade breakdown as required under the Market Abuse Regulation, reflecting good disclosure practice. Immediate cancellation of UK venue repurchases and delayed cancellation for Hong Kong purchases means voting share counts are interim until all cancellations complete. The announcement clarifies the denominator for disclosure purposes, helping shareholders meet regulatory notification thresholds. No governance concerns are apparent from the disclosed mechanics of the buy-back.

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

8 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:	8 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,244,009
Highest price paid per share:	£9.6810
Lowest price paid per share:	£9.6060
Volume weighted average price paid per share:	£9.6507

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 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,496,000
Highest price paid per share:	HK$101.7000
Lowest price paid per share:	HK$100.9000
Volume weighted average price paid per share:	HK$101.3255

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 104,737,172 ordinary shares for a total consideration of approximately US$1,333.5m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,318,007,700 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 17,318,007,700 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/4780Y_1-2025-9-8.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 September 2025

FAQ

How many shares has HSBC (HSBC) repurchased under the buy-back to date?

HSBC has repurchased 104,737,172 ordinary shares for a total consideration of approximately US$1,333.5m.

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 17,318,007,700 ordinary shares with voting rights.

Were the repurchases executed on-exchange or off-market?

Repurchases on UK venues were executed as on Exchange transactions and as market purchases under the Companies Act 2006; Hong Kong trades are treated as off market for UK law but as on Exchange under Hong Kong listing rules.

Are there any shares held in treasury after these cancellations?

No. The announcement states there are no ordinary shares held in treasury following the UK cancellations.

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

A full breakdown of the individual trades made by Merrill Lynch on behalf of HSBC is available via the link disclosed in the announcement and on HSBC's website.