Pearson issues £350m 6.375% notes due 2036

Pearson plc reported that subsidiary Pearson Funding plc has priced an issuance of £350,000,000 6.375% Guaranteed Notes due 2036 under its £3 billion Euro Medium Term Note Programme, with Pearson providing the guarantee.

Rhea-AI Filing Summary

Pearson plc reported that subsidiary Pearson Funding plc has priced an issuance of £350,000,000 6.375% Guaranteed Notes due 2036 under its £3 billion Euro Medium Term Note Programme, with Pearson providing the guarantee.

The Notes are expected to settle on 28 April 2026 and will be admitted to trading on the International Securities Market of the London Stock Exchange. Pearson intends to use the net proceeds for general corporate purposes, providing additional long-term funding at a fixed interest rate.

Insights

Credit and capital structure analyst

Pearson adds £350m long-term debt at fixed 6.375% coupon.

Pearson is raising £350,000,000 through 6.375% Guaranteed Notes maturing in 2036, issued by Pearson Funding plc and guaranteed by the parent. The Notes sit under an existing £3 billion Euro Medium Term Note Programme, indicating a pre-established financing framework.

The new Notes are intended for general corporate purposes, which typically includes refinancing, investment, or balance sheet flexibility without a specific earmark. A fixed 6.375% coupon locks in funding cost for about a decade, which can be helpful if interest rates rise but adds ongoing interest expense.

Admission to trading on the International Securities Market should support liquidity for institutional investors. Actual impact on leverage and interest coverage will depend on how Pearson deploys the proceeds and any refinancing of existing obligations disclosed in future financial reports.

Key Figures

New notes issued: £350,000,000 Coupon rate: 6.375% Maturity year: 2036 +2 more

5 metrics

New notes issued £350,000,000 Principal amount of 6.375% Guaranteed Notes due 2036

Coupon rate 6.375% Annual interest on Guaranteed Notes due 2036

Maturity year 2036 Final maturity of the new Guaranteed Notes

EMTN programme size £3 billion Euro Medium Term Note Programme capacity

Expected settlement date 28 April 2026 Settlement of the £350,000,000 Notes issuance

Key Terms

Euro Medium Term Note Programme, International Securities Market, Qualified Investors, MiFIR product governance, +1 more

5 terms

Euro Medium Term Note Programme financial

"under its £3 billion Euro Medium Term Note Programme, guaranteed by Pearson."

A euro medium term note programme is an ongoing arrangement that lets a borrower repeatedly issue bonds denominated in euros under a single set of documents, without arranging a new loan each time. Think of it like an approved credit line for selling multiple IOUs with different lengths and interest rates; it matters to investors because it signals how easily the issuer can raise debt, the range of terms available to buy, and the potential impact on credit risk and market liquidity.

International Securities Market financial

"The Notes will be admitted to trading on the International Securities Market of the London Stock Exchange."

A marketplace where stocks, bonds and other investment products are bought and sold across national borders, often involving foreign exchanges, cross‑listed companies, or platforms that serve international investors. It matters to investors because it widens choice and risk — like shopping in a larger mall, you can find more opportunities and diversify, but you also face different rules, currencies and political risks that can affect returns.

Qualified Investors regulatory

"persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(e)"

Qualified investors are individuals or institutions that meet regulatory standards—such as a minimum income, net worth, or professional expertise—allowing them access to investment opportunities not open to the general public. Think of them as a financial "VIP" group: they can buy private deals, complex products, or early-stage securities that may offer higher returns but also carry greater risk and less public information, so their status matters because it changes what investments are available and what protections apply.

MiFIR product governance regulatory

"The manufacturer target market for the purpose of UK MiFIR product governance is eligible counterparties and professional clients only"

FCA/ICMA stabilisation regulatory

"No EU PRIIPs key information document (KID) or UK DISC disclosure document has been prepared as the Notes are not available to retail in EEA or UK. FCA/ICMA stabilisation applies."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of debt has Pearson (PSO) issued in April 2026?

Pearson issued £350,000,000 6.375% Guaranteed Notes due 2036 through subsidiary Pearson Funding plc. The Notes are part of a £3 billion Euro Medium Term Note Programme and are guaranteed by Pearson plc, providing long-term fixed-rate funding.

What is the interest rate and maturity of Pearson (PSO) new Notes?

The new Pearson Notes carry a fixed 6.375% annual interest rate and mature in 2036. This creates roughly decade-long funding visibility at a locked-in coupon, affecting Pearson’s future interest expense and capital structure over that period.

How large is the Pearson (PSO) bond issuance compared to its EMTN programme?

Pearson’s new issue totals £350,000,000 of Guaranteed Notes under a £3 billion Euro Medium Term Note Programme. This means only a portion of the programme capacity is being used, leaving room for potential future issuances within the same framework.

When will Pearson (PSO) 6.375% Notes start trading and where?

The Notes are expected to settle on 28 April 2026 and will be admitted to trading on the International Securities Market of the London Stock Exchange. This listing supports secondary market liquidity for institutional investors in the securities.

How does Pearson (PSO) plan to use proceeds from the new Notes?

Pearson intends to use the net proceeds from the £350,000,000 Notes for general corporate purposes. This broad wording typically covers refinancing existing debt, funding investments, and supporting working capital or other corporate needs.

Who arranged Pearson (PSO) latest medium-term note issuance?

Barclays Bank PLC, HSBC Bank plc and Merrill Lynch International acted as Active Bookrunners for Pearson’s £350,000,000 6.375% Guaranteed Notes. Their role includes structuring, pricing and placing the Notes with eligible institutional investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 12:57 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

PEARSON plc

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant's name into English)

80 Strand

London, England WC2R 0RL

44-20-7010-2000

(Address of principal executive office)

Indicate by check mark whether the Registrant files or will file annual reports

under cover of Form 20-F or Form 40-F:

Form 20-F X                                                Form 40-F

Indicate by check mark whether the Registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

Yes                                              No X

Pearson plc

23 April 2026 

Issuance of Medium Term Notes

Pearson plc ("Pearson") announces that its subsidiary, Pearson Funding plc, has today priced an issuance of £350,000,000 6.375 per cent. Guaranteed Notes due 2036 (the "Notes") under its £3 billion Euro Medium Term Note Programme, guaranteed by Pearson. The Notes will be admitted to trading on the International Securities Market of the London Stock Exchange. Settlement of the Notes issuance is expected on 28 April 2026.

Pearson intends to apply the net proceeds of the Notes for general corporate purposes.

Barclays Bank PLC, HSBC Bank plc and Merrill Lynch International are Active Bookrunners.

Contacts:

Investor Relations	Alex Shore Steph Crinnegan	+44 (0) 7720 947 853  +44 (0) 7780 555 351
	Brennan Matthews	+1 (332) 238-8785
Media Edelman Smithfield Pearson	Latika Shah Laura Ewart	+44 (0) 7950 671 948  +44 (0) 7798 846 805

Disclaimers: The distribution of this announcement and other information in connection with any offer in certain jurisdictions may be restricted by law and persons who come into possession of this announcement or any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any jurisdiction.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any securities in any jurisdiction. Any securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exceptions, such securities may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons.

This announcement is only intended for, and must only be used by or made available to, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors"), and persons in the United Kingdom (the "UK") who are (i) "professional clients", as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended; and/or (ii) "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024.

In addition, in the UK, this announcement is being made available only to, and is directed only at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and qualified investors falling within Article 49 of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the UK, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the UK, relevant persons, and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

The manufacturer target market for the purpose of UK MiFIR product governance is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK DISC disclosure document has been prepared as the Notes are not available to retail in EEA or UK.

FCA/ICMA stabilisation applies.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PEARSON plc

Date: 23 April 2026

By: /s/ CHRISTIE WOLSTENCROFT

------------------------------------

Christie Wolstencroft

Senior Assistant Company Secretary