REG - Pearson PLC - Update on share buyback programme

PearsonAnnouncement

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RNS Number : 8375V  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        +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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