REG - Pearson PLC - Announcement of share repurchase programme

PearsonAnnouncement

21/01/2026 07:00

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RNS Number : 6819P  Pearson PLC  21 January 2026

21 January 2026

Pearson plc

 

Announcement of share repurchase programme

 

Pearson plc (the Company or Pearson) announces that it is to commence a £350
million share buyback programme (the Programme). The Company has entered into
an engagement with Citigroup Global Markets Limited (the Bank) in connection
with the first tranche of the Programme. The first tranche of the Programme
will be in the sum of up to £175 million with trading to commence today, and
is anticipated to end on or before 21 May 2026 (the Engagement Period).

 

The Company has entered into an engagement with the Bank under which it has
issued a non-discretionary irrevocable instruction to the Bank to manage the
first tranche of the Programme. The Bank will carry out the instruction
through the acquisition of ordinary shares in the Company for repurchase by
the Company. The Bank will make trading decisions in relation to the Company's
ordinary shares repurchased under the first tranche of the Programme
independently of, and uninfluenced by, the Company. Purchases may continue
during any closed periods of the Company during the Engagement Period.

 

Any acquisitions of its ordinary shares by the Company will be effected within
certain pre-set parameters set out in the Bank's engagement letter, and 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 Company intends to enter into arrangements to commence a second tranche of
the Programme in the sum of up to £175 million in due course.

 

The sole purpose of the Programme is 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.

 

The Bank may undertake transactions in the Company's ordinary shares during
the Engagement Period in order to manage its market exposure.

 

Pearson enters 2026 with momentum and confidence in delivering against market
expectations and Medium Term Outlook. Market expectations are outlined on the
Pearson website
(https://plc.pearson.com/en-GB/investors/performance/analyst-consensus) , with
FY26 interest charge expected to increase due to the funding of the Programme.

 

Contacts

 Investor Relations  Alex Shore            +44 (0) 7720 947 853
                        Steph Crinnegan    +44 (0) 7780 555 351
                     Gemma Terry           +44 (0) 7841 363 216
                     Brennan Matthews      +1 (332) 238-8785
 Media               Laura Ewart           +44 (0) 7798 846 805

 

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 (http://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.

 

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