HSBC repurchases 110M shares under buy-back, issued shares reduced

Rhea-AI Filing Summary

HSBC Holdings plc reports progress on the buy-back announced 31 July 2025. Since the programme began the company has repurchased 110,002,735 ordinary shares for a total consideration of approximately US$1,403.0m. On 10 September 2025 HSBC bought 508,539 shares on UK Venues at an average price of GBP 9.8828 and 1,041,200 shares on the Hong Kong Stock Exchange at an average price of HKD 103.4617.

Following cancellation of the UK Venues purchases the company's issued ordinary share capital will be 17,315,280,937 ordinary shares with voting rights. Shares repurchased on the Hong Kong Stock Exchange require additional time to cancel and a further announcement will follow once those cancellations are completed. A full trade breakdown is available via the provided RNS link.

Positive

• Material repurchase completed: 110,002,735 ordinary shares repurchased under the buy-back programme.
• Significant cash deployed: Approximately US$1,403.0m of consideration used to repurchase shares.
• Immediate share count reduction: Cancellation of UK Venues purchases leaves issued share capital at 17,315,280,937 shares with voting rights.
• Transparent disclosure: Full trade breakdown provided via RNS link in accordance with Market Abuse Regulation requirements.

Negative

• Cancellation timing mismatch: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, delaying the final reduction in issued share capital.
• Partial outstanding uncertainty: Until Hong Kong cancellations are complete, the ultimate post-buy-back share count and timing of EPS impact remain incomplete.

Insights

Corporate Governance Expert

TL;DR: HSBC's ongoing buy-back is a shareholder-return action reducing share count and consolidating equity, with procedural timing differences across markets.

The company repurchased 110,002,735 shares for ~US$1,403.0m, executed on both UK and Hong Kong trading venues. Cancellation of UK trades is complete and reduces issued share capital to 17,315,280,937, which materially tightens the share base used for disclosure thresholds. Hong Kong repurchases remain pending cancellation, creating a short-term timing mismatch in reported voting rights. The announcement follows regulatory disclosure norms and supplies a full trade breakdown via RNS.

Equity Analyst

TL;DR: The buy-back is a material capital allocation event: ~110.0m shares repurchased at ~US$1.4bn may modestly boost EPS and shareholder value once fully cancelled.

Repurchases occurred on multiple exchanges with noted average prices in GBP and HKD, indicating cross-market execution. The reduction to 17.315 billion issued shares is the immediate, quantifiable outcome for dilution metrics; HK cancellations pending means full share-base impact is not yet finalized. The stated total consideration and share count provide concrete inputs for near-term per-share metric revisions.

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

10 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:	10 September 2025
Number of ordinary shares of US$0.50 each purchased:	508,539
Highest price paid per share:	£9.8880
Lowest price paid per share:	£9.8570
Volume weighted average price paid per share:	£9.8828

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:	10 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,041,200
Highest price paid per share:	HK$104.3000
Lowest price paid per share:	HK$102.8000
Volume weighted average price paid per share:	HK$103.4617

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 110,002,735 ordinary shares for a total consideration of approximately US$1,403.0m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,315,280,937 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 17,315,280,937 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/8540Y_1-2025-9-10.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: 10 September 2025

FAQ

How many shares has HSBC (HSBC) repurchased under the buy-back so far?

HSBC has repurchased 110,002,735 ordinary shares since the buy-back commenced on 31 July 2025.

What is the total cost of HSBC's buy-back to date?

The company reports a total consideration of approximately US$1,403.0m for the repurchased shares.

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

Following cancellation of the UK Venues purchases, issued ordinary share capital is 17,315,280,937 ordinary shares with voting rights.

Were the repurchases executed on multiple exchanges?

Yes. Repurchases were executed on UK Venues (London, Aquis, Cboe Europe, Turquoise) and the Hong Kong Stock Exchange.

Where can I find a full breakdown of the individual trades made for the buy-back?

A full breakdown of individual trades executed by Merrill Lynch on behalf of HSBC is available at the RNS link: http://www.rns-pdf.londonstockexchange.com/rns/8540Y_1-2025-9-10.pdf.