Pearson plc (NYSE: PSO) discloses 614.6M voting shares in issue

Rhea-AI Filing Summary

Pearson plc reported its current voting share capital position. As at close of business on 31 March 2026, the company had 614,637,552 ordinary shares of 25p each admitted to trading, with each ordinary share carrying one vote at general meetings.

The company holds no shares in treasury, so all issued ordinary shares have voting rights. Shareholders may use the 614,637,552 figure as the denominator when calculating whether they must notify interests or changes in interests under the FCA's Disclosure and Transparency Rules.

Key Figures

Ordinary shares in issue: 614,637,552 shares Nominal value per share: 25p per ordinary share Voting rights per share: 1 vote per share +1 more

4 metrics

Ordinary shares in issue 614,637,552 shares As at close of business on 31 March 2026

Nominal value per share 25p per ordinary share Ordinary shares admitted to trading

Voting rights per share 1 vote per share Each ordinary share at general meetings

Disclosure rule reference FCA Disclosure and Transparency Rule 5.6.1 Basis for voting rights and capital announcement

Key Terms

ordinary shares, Treasury, Disclosure and Transparency Rules, denominator

4 terms

ordinary shares financial

"the Company had 614,637,552 ordinary shares of 25p each admitted to trading"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Treasury financial

"The Company does not hold any shares in Treasury."

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

Disclosure and Transparency Rules regulatory

"under the FCA's Disclosure and Transparency Rules."

Rules that require companies to provide accurate, timely and complete information about their finances, operations, risks and governance to regulators, investors and the public. They matter to investors because consistent, clear reporting is like a reliable scoreboard: it makes it easier to compare companies, spot problems early, reduce surprises and fraud, and form better expectations about future performance and value.

denominator financial

"This figure (614,637,552) may be used by shareholders as the denominator"

The denominator is the number on the bottom of a fraction that shows the total population or base used to calculate a rate, percentage or ratio — for example, the total shares outstanding when calculating earnings per share, or all trial participants when reporting a safety rate. It matters to investors because changing the denominator (by issuing more shares, changing the population measured, or narrowing the base) can make percentages and per‑unit figures look better or worse even if the underlying raw numbers stay the same, much like changing the size of a pizza makes each slice appear larger or smaller.

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 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

(the "Company")

Voting Rights and Capital

As at close of business on 31 March 2026, the Company had 614,637,552 ordinary shares of 25p each admitted to trading. Each ordinary share carries the right to one vote at general meetings. The Company does not hold any shares in Treasury.

This figure (614,637,552) may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

This announcement is made in accordance with the FCA's Disclosure and Transparency Rule 5.6.1.

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: 01 April 2026

By: /s/ CHRISTIE WOLSTENCROFT

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

Christie Wolstencroft

Senior Assistant Company Secretary

FAQ

How many voting shares does Pearson plc (PSO) have in issue?

Pearson plc has 614,637,552 ordinary shares admitted to trading, as at close of business on 31 March 2026. Each ordinary share carries one vote at general meetings, so this figure represents the total voting rights currently in issue for shareholder calculations.

What is the nominal value of Pearson plc (PSO) ordinary shares?

Each Pearson plc ordinary share has a nominal value of 25p. This par value is a legal face value of the shares and does not necessarily reflect the market price at which the shares trade on an exchange or other trading venue.

Does Pearson plc (PSO) hold any of its shares in treasury?

Pearson plc does not hold any shares in treasury. This means all 614,637,552 ordinary shares admitted to trading carry voting rights. No portion of the issued share capital is held by the company itself and excluded from voting calculations.

How should Pearson plc (PSO) shareholders calculate disclosure thresholds?

Shareholders should use 614,637,552 as the denominator when calculating whether their holdings require notification under the FCA's Disclosure and Transparency Rules. This figure represents the total voting rights in Pearson plc as at 31 March 2026 for threshold assessment purposes.

Why did Pearson plc (PSO) publish this voting rights and capital information?

Pearson plc published this voting rights and capital information in accordance with FCA Disclosure and Transparency Rule 5.6.1. The disclosure helps investors determine when they must notify interests or changes in interests based on the company’s current total voting rights figure.