Pearson (NYSE: PSO) execs receive LTIP shares, sell portions for tax

Rhea-AI Filing Summary

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.

Key Figures

ADRs released to Tom ap Simon: 48,219 ADRs ADRs released to Arthur Valentine: 51,382 ADRs Ordinary shares released to Sharon Hague: 21,939 shares +3 more

6 metrics

ADRs released to Tom ap Simon 48,219 ADRs LTIP release on 5 May 2026, net-of-tax settlement

ADRs released to Arthur Valentine 51,382 ADRs LTIP release on 5 May 2026, net-of-tax settlement

Ordinary shares released to Sharon Hague 21,939 shares LTIP award release on 5 May 2026

Ordinary shares sold by Sharon Hague 10,315 shares at £11.2029 Sale on London Stock Exchange to cover tax; £115,557.91 proceeds

Ordinary shares released to Vishaal Gupta 96,425 shares LTIP award release on 5 May 2026

Ordinary shares sold by Vishaal Gupta 35,689 shares at £11.2877 Sale on London Stock Exchange to cover tax; £402,846.73 proceeds

Key Terms

American Depositary Receipts (ADRs), Long-Term Incentive Plan (LTIP), net-of-tax basis, persons discharging managerial responsibilities

4 terms

American Depositary Receipts (ADRs) financial

"American Depositary Receipts (ADRs) in Pearson plc, each ADR represents one ordinary share of 25 pence"

American depositary receipts (ADRs) are certificates issued by a U.S. bank that represent ownership of shares in a foreign company, letting those shares trade on U.S. exchanges in U.S. dollars. Think of an ADR as a U.S. receipt for a foreign stock: it makes buying and selling simpler and subjects the investment to familiar U.S. trading rules, which matters to investors because it improves access and liquidity while still carrying risks like currency moves and different dividend handling.

Long-Term Incentive Plan (LTIP) financial

"following release of share award under the Company's Long-Term Incentive Plan (LTIP)"

net-of-tax basis financial

"Release of ADRs settled on a net-of-tax basis, following release of share award"

persons discharging managerial responsibilities regulatory

"Notification of PDMR Interests Notification and public disclosure of transactions by persons discharging managerial responsibilities"

Persons Discharging Managerial Responsibilities are the key people in a company who make big decisions, like top managers or executives. Knowing who they are is important because their actions can influence the company’s success or failure, and they are often required to share information about their dealings to ensure transparency for investors and the public.

Form 6-K: How Foreign Companies Report to the SEC →

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 May 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 - (the "Company") Notification of PDMR Interests

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Tom ap Simon
2	Reason for the notification
a)	Position/status	President - Higher Education and Virtual Learning
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pearson plc
b)	LEI	2138004JBXWWJKIURC57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	American Depositary Receipts (ADRs) in Pearson plc, each ADR represents one ordinary share of 25 pence in Pearson plc
	Identification code	ISIN: US7050151056
b)	Nature of the transaction	Release of ADRs settled on a net-of-tax basis, following release of share award under the Company's Long-Term Incentive Plan (LTIP)
c)	Price(s) and volume(s)	Volume: 48,219 Price: n/a
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: see 4 (c) above Aggregated price: see 4 (c) above
e)	Date of the transaction	5 May 2026
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Sharon Hague
2	Reason for the notification
a)	Position/status	President - English Language Learning
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pearson plc
b)	LEI	2138004JBXWWJKIURC57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction]; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 25 pence each in Pearson plc
	Identification code	ISIN: GB0006776081
b)	Nature of the transaction	Release of ordinary shares following release of share award under the Company's Long-Term Incentive Plan (LTIP) and sale of shares to cover tax liabilities arising from vesting share awards
c)	Price(s) and volume(s)	Release of ordinary shares following release of LTIP award	Sale of ordinary shares to cover tax liability
		Volume: 21,939 Price: n/a	Volume: 10,315 Price: £11.2029 per share Aggregated price: £115,557.91
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: see 4 (c) above Aggregated price: see 4 (c) above
e)	Date of the transaction	5 May 2026
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Arthur Valentine
2	Reason for the notification
a)	Position/status	President - Assessment & Qualifications
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pearson plc
b)	LEI	2138004JBXWWJKIURC57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	American Depositary Receipts (ADRs) in Pearson plc, each ADR represents one ordinary share of 25 pence in Pearson plc
	Identification code	ISIN: US7050151056
b)	Nature of the transaction	Release of ADRs settled on a net-of-tax basis, following release of share award under the Company's Long-Term Incentive Plan (LTIP)
c)	Price(s) and volume(s)	Volume: 51,382 Price: n/a
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: see 4 (c) above Aggregated price: see 4 (c) above
e)	Date of the transaction	5 May 2026
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Vishaal Gupta
2	Reason for the notification
a)	Position/status	President - Enterprise Learning and Skills
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pearson plc
b)	LEI	2138004JBXWWJKIURC57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction]; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 25 pence each in Pearson plc
	Identification code	ISIN: GB0006776081
b)	Nature of the transaction	Release of ordinary shares following release of share award under the Company's Long-Term Incentive Plan (LTIP) and sale of shares to cover tax liabilities arising from vesting share awards
c)	Price(s) and volume(s)	Release of ordinary shares following release of LTIP award	Sale of ordinary shares to cover tax liability
		Volume: 96,425 Price: n/a	Volume: 35,689 Price: £11.2877 per share Aggregated price: £402,846.73
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: see 4 (c) above Aggregated price: see 4 (c) above
e)	Date of the transaction	5 May 2026
f)	Place of the transaction	London Stock Exchange (XLON)

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: 07 May 2026

By: /s/ CHRISTIE WOLSTENCROFT

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

Christie Wolstencroft

Senior Assistant Company Secretary



FAQ

What does Pearson (PSO) disclose in this May 2026 Form 6-K?

Pearson discloses LTIP-related share transactions for four senior executives on 5 May 2026. Awards of ADRs and ordinary shares vested, with some shares sold solely to cover tax liabilities arising from these share-based compensation awards.

Which Pearson (PSO) executives received LTIP awards in May 2026?

Tom ap Simon, Sharon Hague, Arthur Valentine and Vishaal Gupta all had LTIP share awards release on 5 May 2026. They lead Higher Education and Virtual Learning, English Language Learning, Assessment & Qualifications, and Enterprise Learning and Skills respectively.

How many Pearson ADRs were released to executives under the LTIP?

Two executives received American Depositary Receipts (ADRs) in Pearson. Tom ap Simon received 48,219 ADRs and Arthur Valentine received 51,382 ADRs on 5 May 2026, both settled on a net-of-tax basis outside a trading venue.

What Pearson (PSO) share sales occurred to cover tax liabilities?

Two executives sold ordinary shares on 5 May 2026 to cover tax liabilities from vesting LTIP awards. Sharon Hague sold 10,315 shares at £11.2029, while Vishaal Gupta sold 35,689 shares at £11.2877, with proceeds matching the disclosed aggregate amounts.

Where were the Pearson (PSO) share transactions executed?

ADR-related LTIP releases for Tom ap Simon and Arthur Valentine were executed outside a trading venue. Ordinary share sales by Sharon Hague and Vishaal Gupta to cover tax liabilities took place on the London Stock Exchange, identified as venue code XLON.

Are these Pearson (PSO) LTIP transactions open-market purchases or sales?

The filing shows LTIP share releases and related tax-cover sales, not discretionary open-market trades. Shares were awarded under Pearson’s Long-Term Incentive Plan, with portions sold specifically to meet tax obligations arising when the awards vested.