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

Rhea-AI Filing Summary

HSBC Holdings plc filed a Form 6-K detailing the latest execution under its US$3 bn share-buyback that commenced on 6 May 2025. On 1 July 2025 the bank repurchased 102,144 ordinary shares (par value US$0.50) on UK trading venues at a volume-weighted average price of £8.7047 (high £8.7360, low £8.6750). All shares were bought through Morgan Stanley & Co. International and will be cancelled.

Including this tranche, HSBC has now bought back 198,054,020 shares for an aggregate consideration of approximately US$2.31 bn. After cancellation, issued share capital will stand at 17,477,814,117 voting shares, with no shares held in treasury. A further notice will follow once Hong Kong-listed repurchases are cancelled.

The disclosure is made under UK MAR Article 5 and provides the denominator for shareholders’ DTR calculations. A breakdown of individual trades is available via the London Stock Exchange link provided.

• Shares repurchased 1 Jul 2025: 102,144
• VWAP: £8.7047
• Total buyback to date: 198.1 m shares | US$2.31 bn
• New share count: 17.48 bn

Positive

• US$2.31 bn cumulative buyback demonstrates continued commitment to shareholder capital return, potentially lifting EPS and ROE.
• Immediate cancellation reduces share count to 17.48 bn, increasing per-share metrics.
• No treasury shares outstanding simplifies share-count calculations and signals transparent capital structure.

Negative

• Daily repurchase volume (102k shares) is negligible versus 17.48 bn outstanding, making short-term market impact minimal.
• Buyback focus may suggest limited organic reinvestment opportunities for growth.

Insights

Equity Analyst

TL;DR: Routine buyback execution; marginal EPS accretion, modest positive for shareholder returns.

The daily purchase is immaterial (<0.001% of shares), yet the cumulative programme has retired roughly 1.1% of outstanding stock for US$2.31 bn in two months. Cancellation rather than treasury treatment provides immediate reduction in share count, supporting EPS and ROE metrics. Pricing (c.£8.70) is near recent market levels, indicating no aggressive premium. Overall capital return remains manageable relative to HSBC’s CET1 ratio (>14%), implying limited balance-sheet strain.

Corporate Governance Specialist

TL;DR: Disclosure meets MAR & DTR requirements; governance impact neutral.

HSBC continues to provide granular trade data and timely voting-rights updates, aligning with UK transparency rules. No treasury shares simplifies ownership calculations. The modest reduction in float marginally increases existing investors’ proportional voting power. No indication of insider participation or regulatory concerns, keeping the governance risk profile unchanged.

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

1 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:	1 July 2025
Number of ordinary shares of US$0.50 each purchased:	102,144
Highest price paid per share:	£8.7360
Lowest price paid per share:	£8.6750
Volume weighted average price paid per share:	£8.7047

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.

There were no repurchases on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange").

Since the commencement of the buy-back announced on 6 May 2025, the Company has repurchased 198,054,020 ordinary shares for a total consideration of approximately US$2,311.3m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,477,814,117 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 17,477,814,117 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/2902P_1-2025-7-1.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: 01 July 2025

FAQ

How many HSBC (HSBC) shares were repurchased on 1 July 2025?

HSBC bought back 102,144 ordinary shares on that date.

What price did HSBC pay for the shares on 1 July 2025?

The volume-weighted average price was £8.7047, with a high of £8.7360 and a low of £8.6750.

What is the total number of shares HSBC has repurchased since 6 May 2025?

The programme has retired 198,054,020 shares so far.

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

Issued ordinary share capital stands at 17,477,814,117 voting shares.

Does HSBC hold any shares in treasury after the buyback?

No. HSBC holds zero ordinary shares in treasury following the cancellation.

On which venues were the shares repurchased?

All trades took place on London Stock Exchange, Aquis, Cboe Europe (BXE/CXE) and Turquoise.