Pearson SEC Filings

Pearson plc reported its current voting share capital. As at close of business on 31 May 2026, the company had 601,140,494 ordinary shares of 25p each admitted to trading, with each share carrying one vote at general meetings. Pearson holds no shares in treasury, so this entire amount represents voting share capital. The company notes that this figure should be used by shareholders as the denominator when calculating whether they must notify their shareholdings or changes under the UK Financial Conduct Authority's Disclosure and Transparency Rules.

Pearson plc reported that Tom ap Simon, President of Higher Education and Virtual Learning, acquired additional shares through the company’s Dividend Reinvestment Plan. On 18 May 2026, he purchased 2,621.78 American Depositary Receipts at $15.1965 per ADR, for a total of $39,841.88 on the New York Stock Exchange.

Pearson plc reports a routine executive share-based compensation event. Sharon Hague, President of English Language Learning, received a grant of 2,246 options over ordinary shares of 25 pence each under the Company’s Save for Shares Plan.

The options have an exercise price of £8.10 per share and are linked to a three-year savings period. The transaction date was 6 May 2026 and was conducted outside a trading venue, as disclosed in a regulatory notification for persons discharging managerial responsibilities.

Pearson plc reported routine share-based compensation events for several senior executives under its Long-Term Incentive Plan (LTIP). On 5 May 2026, Tom ap Simon received 48,219 Pearson American Depositary Receipts (ADRs) and Arthur Valentine received 51,382 ADRs, both settled on a net-of-tax basis outside a trading venue.

On the same date, Sharon Hague received 21,939 ordinary shares and sold 10,315 shares at £11.2029 per share, raising £115,557.91 to cover tax liabilities. Vishaal Gupta received 96,425 ordinary shares and sold 35,689 shares at £11.2877 per share, for £402,846.73, also to meet tax obligations arising from vesting awards.

Pearson plc reported that Chief Executive Omar Abbosh received an annual long-term incentive award under the 2020 Long-Term Incentive Plan for 2026. He was granted 799,835 performance-related restricted shares, calculated using a £10.861 average share price and representing 850% of his salary.

The award will vest on 1 May 2029, subject to performance conditions and targets set out in the 2025 annual report, and any vested shares must then be held for an additional two years. The grant includes dividend equivalent awards and may be adjusted by the Remuneration Committee to reflect underlying financial or non-financial performance, in line with the shareholder-approved 2026 remuneration policy.

Pearson plc reported that all resolutions at its 2026 annual general meeting were approved on a poll, with around 85% of issued share capital voting. Shareholders backed the 2025 report and accounts, the final dividend, all director elections and re-elections, auditor re-appointment and authority to repurchase shares.

The directors' 2026 remuneration policy received a lower level of support than other items, with 75.60% of votes in favour and 24.40% against, while the separate remuneration report was approved with 95.79% support. The company engaged with investors representing about 85% of its share register ahead of the meeting and plans to publish an update on further engagement within six months, in line with the UK Corporate Governance Code.

Pearson plc has issued 9,255 ordinary shares of 25 pence each to satisfy vesting of awards under its Save for Shares Plan. The shares were issued on various dates between 14 March 2026 and 30 April 2026 and are fungible with existing shares. They have been admitted to trading on the London Stock Exchange Main Market under Pearson’s existing block admission of shares dated 19 January 2024.

Pearson plc reported its current voting rights and share capital. As at close of business on 30 April 2026, the company had 605,304,701 ordinary shares of 25p each admitted to trading, with each share carrying one vote at general meetings.

Pearson holds no shares in Treasury, so all issued shares are voting shares. The company notes that the figure of 605,304,701 shares should be used by shareholders as the denominator when calculating whether they must notify holdings or changes under the FCA's Disclosure and Transparency Rules.

Pearson plc reported a solid start to 2026, with underlying Group sales up 4% in Q1. Virtual Learning led growth with a 21% sales increase, while Enterprise Learning & Skills rose 8%, Higher Education 2% and English Language Learning 2%. Assessment & Qualifications declined 1% as expected, with management indicating a return to growth from Q2.

The company reaffirmed 2026 guidance, targeting mid-single digit underlying sales growth, adjusted operating profit of £640m-£685m at FX rates as at the end of 2025 (£:$ 1.35), and free cash flow conversion of 90%-100%. Pearson highlighted ongoing strategic initiatives in AI-powered learning solutions, new contracts such as a US Student Assessment win in Wyoming, and an Enterprise partnership with Salesforce.

Pearson also underlined a strong financial position, with low leverage and strong liquidity. Its £350m share buyback is progressing, with £219m of shares repurchased at an average price of 964p per share as of 31 March 2026, and it recently issued a £350m 10-year bond under its Euro Medium Term Note programme.