HSBC Holdings plc filed a Form 6-K with the U.S. Securities and Exchange Commission on 28 October 2026, announcing the commencement of a share buy-back program of up to US$1,000,000,000 in its ordinary shares, with purchases to begin on 29 October 2026.

Key Highlights

  • Buy-back size: Up to US$1,000,000,000 (one billion United States dollars) in HSBC ordinary shares of US$0.50 each.
  • Program period: Purchases commence 29 October 2026 and end no later than 19 February 2027, subject to regulatory approval remaining in place.
  • Executing broker: Goldman Sachs International will purchase ordinary shares acting as principal and simultaneously on-sell them to HSBC under non-discretionary buy-back agreements.
  • Maximum share count: Up to 1,669,697,533 ordinary shares may be repurchased under the 2026 Authority as reduced by shares already repurchased since that authority was granted.
  • Venues: Purchases may occur on the London Stock Exchange, Aquis Exchange, Cboe Europe Limited (BXE and CXE order books), Turquoise, and/or The Stock Exchange of Hong Kong Limited.
  • Outcome for repurchased shares: All ordinary shares repurchased under the buy-back will be cancelled, according to the filing.
  • Shareholder authority: The buy-back operates under authority granted by shareholders at HSBC's annual general meeting on 8 May 2026.

HSBC's October 2026 Ordinary Share Buy-Back: Structure and Scope

According to the filing, HSBC Holdings plc announced the buy-back one day after an earlier announcement on 27 October 2026 outlined the program. The company disclosed that it has entered into non-discretionary buy-back agreements with Goldman Sachs International, under which Goldman Sachs will make trading decisions independently of HSBC. Goldman Sachs will purchase ordinary shares as principal and simultaneously on-sell those shares to HSBC for an aggregate purchase price of up to US$1,000,000,000.

The filing specifies that repurchases on the UK Venues will be implemented as "on Exchange" transactions as defined by London Stock Exchange rules and will constitute "market purchases" under the Companies Act 2006. Repurchases on The Stock Exchange of Hong Kong Limited are described as "off-market" for Companies Act 2006 purposes but "on Exchange" under the Hong Kong Listing Rules, and constitute an "on-market share buy-back" under the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs, according to the filing.

The registrant disclosed that the buy-back is subject to pre-set parameters and limits prescribed by the 2026 Authority, Chapter 9 of the Financial Conduct Authority's Listing Rules, Article 5(1) of the Market Abuse Regulation (EU) No 596/2014 as incorporated into UK domestic law, Commission Delegated Regulation (EU) No 2016/1052 as similarly incorporated, the Hong Kong Listing Rules, the Hong Kong Buy-back Code, and applicable U.S. federal securities laws. The stated purpose of the buy-back is "to reduce HSBC's outstanding Ordinary Shares."

What Was Disclosed

HSBC Holdings plc disclosed the commencement of a share buy-back of up to US$1,000,000,000 in ordinary shares, executed by Goldman Sachs International from 29 October 2026 through no later than 19 February 2027, with all repurchased shares to be cancelled.