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

Rhea-AI Filing Summary

HSBC Holdings plc reported that on 6 August 2025 it repurchased a total of 4,092,155 ordinary shares for cancellation as part of the buy-back announced on 31 July 2025.

• UK venues: 2,442,155 shares bought at prices between £9.2810 and £9.3620, volume-weighted average price £9.3309.
• Hong Kong Stock Exchange: 1,650,000 shares bought at prices between HK$96.35 and HK$97.25, VWAP HK$96.7162.

Since the programme began, HSBC has repurchased 16,851,397 shares for about US$206.6 million. After cancelling the UK-venue shares, issued share capital stands at 17,392,407,590 ordinary shares with voting rights; no shares are held in treasury. A separate notice will follow once Hong Kong repurchases are cancelled. Detailed trade data are available via the referenced RNS link.

Positive

• 4.09 million shares repurchased on 6 Aug 2025, directly cancelled, reducing outstanding equity.
• Cumulative 16.85 million shares bought for US$206.6 m since 31 Jul 2025, evidencing active capital return.
• Filing provides updated share count of 17.392 billion, enhancing transparency for regulatory disclosures.

Negative

• None.

Insights

Equity Analyst

TL;DR: Ongoing buy-back reduces share count by 0.02%, signalling continued capital return; impact modest but shareholder-friendly.

The filing shows disciplined execution of the repurchase programme across UK and HK venues, with 4.1 million shares cancelled or pending cancellation on 6 August. Cumulative purchases since 31 July represent roughly US$206.6 million in deployed capital and shrink the float by about 0.10% versus the 17.4 billion share base. While the percentage reduction is small, cancellation (rather than treasury holding) permanently lowers shares outstanding, which can improve per-share metrics and demonstrates excess capital deployment. No adverse regulatory or liquidity issues are disclosed, so the event is moderately positive for equity holders.

Corporate Governance Specialist

TL;DR: Repurchases comply with UK Companies Act, HK Listing Rules, and MAR; transparency and governance standards maintained.

HSBC details venue-specific treatment—“on-Exchange” UK market purchases and HK “off-market” transactions that still qualify as on-market for takeover code purposes. Immediate cancellation on UK venues limits treasury build-up and related governance concerns. Publication of full trade breakdown via RNS and website aligns with MAR Article 5 disclosure duties, supporting robust governance. The notification of updated voting rights facilitates shareholder transparency for FCA DTR calculations. No red flags emerge from a governance standpoint.

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

6 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:	6 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,442,155
Highest price paid per share:	£9.3620
Lowest price paid per share:	£9.2810
Volume weighted average price paid per share:	£9.3309

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:	6 August 2025
Number of ordinary shares of US$0.50 each purchased:	1,650,000
Highest price paid per share:	HK$97.2500
Lowest price paid per share:	HK$96.3500
Volume weighted average price paid per share:	HK$96.7162

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 16,851,397 ordinary shares for a total consideration of approximately US$206.6m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,392,407,590 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 17,392,407,590 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/3040U_1-2025-8-6.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: 06 August 2025

FAQ

How many HSBC (HSBC) shares were repurchased on 6 August 2025?

4,092,155 ordinary shares were bought across UK and Hong Kong venues.

What was the total cash consideration for HSBC’s buy-back to date?

Since 31 July 2025 HSBC has spent approximately US$206.6 million on share repurchases.

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

Issued share capital is 17,392,407,590 ordinary shares with full voting rights.

Where can investors find the detailed trade list for the 6 August 2025 repurchase?

The complete trade breakdown is available at the RNS link: http://www.rns-pdf.londonstockexchange.com/rns/3040U_1-2025-8-6.pdf

Are any HSBC shares held in treasury following the buy-back?

No. HSBC states that there are no ordinary shares held in treasury.