Update on share buyback programme

Pearson PLC

09 March 2026

 

9 March 2026

Pearson plc

Update on share buyback programme

Further to the Company's announcement on 21 January 2026 regarding its £350 million share buyback programme (the Programme), the Company has entered into updated arrangements with Citigroup Global Markets Limited (Citi) in respect of the execution of the first tranche of the Programme and has entered into an engagement with Morgan Stanley & Co. International plc (Morgan Stanley) in respect of the second and final tranche of the Programme.

Under the updated arrangements entered into with Citi, the first tranche of the Programme is now expected to complete on or before 2 April 2026. To date the Company has returned approximately £74 million to shareholders through the purchase of 7.9 million shares as part of the first tranche of the Programme. The updated arrangements with Citi are to facilitate the purchase of the remaining amount of up to approximately £101 million.

Pursuant to the arrangements entered into with Morgan Stanley, the second tranche of the Programme will commence on the trading day following completion of the first tranche, and is anticipated to end on or before 29 May 2026. Upon completion of the second tranche, the Company will have returned £350 million under the Programme.

Citi and Morgan Stanley will each act as riskless principal making trading decisions within certain parameters set out in their respective arrangements. They will carry out their respective instructions through the acquisition of ordinary shares in the Company for subsequent repurchase by the Company. The acquisitions of its ordinary shares by the Company will continue to be carried out in accordance with the Company's AGM authority to repurchase ordinary shares (at the AGM on 2 May 2025, shareholders gave the Company authority to purchase a maximum of 66,657,551 ordinary shares), Chapter 9 of the Financial Conduct Authority's UK Listing Rules and the provisions of the Market Abuse Regulation 596/2014/EU (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018, as amended) and will be discontinued in the event that the Company ceases to have the necessary general authority to repurchase ordinary shares.

The sole purpose of the Programme remains to reduce the capital of the Company. As such, the Company will cancel any ordinary shares purchased.

For the avoidance of doubt, no repurchases will be made in respect of the Company's American Depositary Receipts.

Pearson enters 2026 with momentum and confidence in delivering the outlook for 2026 and beyond as outlined at the full year results on 27 February 2026.

Contacts

Investor Relations	Alex Shore	[phone]
	Steph Crinnegan	[phone]
	Gemma Terry	[phone]
	Brennan Matthews	[phone]
Media	Laura Ewart	[phone]

Notes

Forward looking statements: Except for the historical information contained herein, the matters discussed in this statement include forward-looking statements. In particular, all statements that express forecasts, expectations and projections with respect to future matters, including trends in results of operations, margins, growth rates, overall market trends, the impact of interest or exchange rates, the availability of financing, anticipated cost savings and synergies and the execution of Pearson's strategy, are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will occur in future. They are based on numerous assumptions regarding Pearson's present and future business strategies and the environment in which it will operate in the future. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including a number of factors outside Pearson's control. These include international, national and local conditions, as well as competition. They also include other risks detailed from time to time in Pearson's publicly-filed documents and you are advised to read, in particular, the risk factors set out in Pearson's latest annual report and accounts, which can be found on its website (www.pearsonplc.com). Any forward-looking statements speak only as of the date they are made, and Pearson gives no undertaking to update forward-looking statements to reflect any changes in its expectations with regard thereto or any changes to events, conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on such forward-looking statements.

 

END