HSBC buy-back: 88.4M shares bought, cancellations reduce issued capital

Rhea-AI Filing Summary

HSBC Holdings plc reports share repurchases under its buy-back announced 31 July 2025. On 2 September 2025 the company purchased and cancelled a total of 3,935,985 ordinary shares on UK and Hong Kong venues (2,305,985 on UK Venues at average price £9.5204 and 1,630,000 on the Hong Kong Stock Exchange at average price HK$100.2703). Since the buy-back began the company has repurchased 88,435,899 ordinary shares for approximately US$1,123.2m. On 2 September 2025 HSBC cancelled 14,822,400 previously repurchased Hong Kong shares; following today's cancellations the issued ordinary share capital is 17,328,058,973 voting ordinary shares with no shares held in treasury. A full breakdown of individual trades is available at the linked RNS PDF and the announcement is on HSBC's website.

Positive

• Material buy-back executed: 88,435,899 shares repurchased for approximately US$1,123.2m since program start
• Issued capital reduced: Cancellations bring issued ordinary shares to 17,328,058,973 with no treasury shares
• Regulatory disclosure provided: Venue-level prices and link to full trade breakdown comply with disclosure rules

Negative

• Partial cancellation timing: Hong Kong repurchases take longer to cancel, requiring a future update to total voting rights

Insights

Financial Analyst

TL;DR: HSBC executed a sizable buy-back activity, repurchasing 88.4m shares for ~$1.12bn and reducing issued share capital to 17.33bn shares.

The buy-back activity reported is a cash-return mechanism that reduces share count and can be accretive to earnings per share, assuming constant earnings. The disclosure provides venue-level executions and per-share averages for UK and Hong Kong trades, and confirms cancellations that lower issued capital and eliminate treasury holdings. The magnitude—US$1,123.2m repurchased to date—is material in absolute terms and should factor into per-share metric adjustments and capital allocation analysis. The company also provides the formal denominator for shareholder disclosure calculations.

Corporate Governance Expert

TL;DR: HSBC followed regulatory rules across jurisdictions and documented cancellations and total voting rights after on- and off-market repurchases.

The filing clarifies legal treatment of transactions across UK and Hong Kong venues and confirms cancellations rather than holding repurchased shares in treasury. Providing the updated issued share capital and linking to a full trade breakdown aligns with market-abuse and disclosure regulations. The note that Hong Kong cancellations take longer is procedural and the company commits to a further announcement when those cancellations complete.

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

2 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:	2 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,305,985
Highest price paid per share:	£9.5680
Lowest price paid per share:	£9.4710
Volume weighted average price paid per share:	£9.5204

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:	2 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,630,000
Highest price paid per share:	HK$100.7000
Lowest price paid per share:	HK$99.8500
Volume weighted average price paid per share:	HK$100.2703

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 88,435,899 ordinary shares for a total consideration of approximately US$1,123.2m.

On 2 September 2025, 14,822,400 ordinary shares of US$0.50 each which were awaiting cancellation having been repurchased on the Hong Kong Stock Exchange previously were cancelled. Following the cancellation of those shares and following the cancellation of shares repurchased on the UK Venues today, the Company's issued ordinary share capital will consist of 17,328,058,973 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 17,328,058,973 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/7227X_1-2025-9-2.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: 02 September 2025

FAQ

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

HSBC has repurchased 88,435,899 ordinary shares since the buy-back commenced.

What is the total consideration HSBC spent on the buy-back so far?

The company repurchased shares for approximately US$1,123.2 million in total.

What is HSBC's issued ordinary share capital after the cancellations?

Following cancellations reported, issued ordinary share capital is 17,328,058,973 ordinary shares with voting rights.

Were the repurchases executed on exchange or off market?

Repurchases on UK Venues were executed as on Exchange and market purchases; Hong Kong trades were off market for UK Companies Act purposes but considered on-Exchange under Hong Kong listing rules.

Where can I find the full breakdown of individual trades made by Merrill Lynch?

A full breakdown is available via the RNS PDF link provided in the filing: http://www.rns-pdf.londonstockexchange.com/rns/7227X_1-2025-9-2.pdf.