Cevian-linked investor lifts Pearson (NYSE: PSO) stake to 15.26% voting power

Rhea-AI Filing Summary

Pearson plc disclosed that an investor associated with Cevian Capital has increased its stake in the company. The holding, registered via Aurora Nominees Limited, now represents 97,043,459 voting rights, equal to 15.262848% of Pearson’s voting rights attached to shares. This is up from a previously notified level of 14.174888%. The position is held in ordinary shares with ISIN GB0006776081, and there are no additional voting rights held through financial instruments.

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 January 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

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB0006776081

Issuer Name

PEARSON PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

Cevian Capital II GP Limited

City of registered office (if applicable)

`St Helier

Country of registered office (if applicable)

Jersey

4. Details of the shareholder

Name	City of registered office	Country of registered office
Aurora Nominees Limited	London	England

5. Date on which the threshold was crossed or reached

14-Jan-2026

6. Date on which Issuer notified

16-Jan-2026

7. Total positions of person(s) subject to the notification obligation

	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	15.262848	0.000000	15.262848	97043459
Position of previous notification (if applicable)	14.174888	0.000000	14.174888

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
GB0006776081		97043459		15.262848
Sub Total 8.A	97043459		15.262848%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
Sub Total 8.B2

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Cevian Capital II G.P. Limited	Cevian Capital II Master Fund L.P.	15.262848		15.262848%

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

Cevian Capital II G.P. Limited acts as general partner for Cevian Capital II Master Fund L.P. The legal owner of the shares is Aurora Nominees Limited (acting as nominee) which holds the shares on behalf of UBS AG (acting as custodian).

12. Date of Completion

16-Jan-2026

13. Place Of Completion

Jersey

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: 19 January 2026

By: /s/ NATALIE WHITE

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

Natalie White

Deputy Company Secretary



FAQ

What major shareholding change did Pearson (PSO) report in this 6-K?

Pearson reported that an investor connected to Cevian Capital II Master Fund L.P. now holds 97,043,459 voting rights, representing 15.262848% of its voting rights.

Who is the shareholder through which the Pearson (PSO) stake is held?

The stake is held through Aurora Nominees Limited, based in London, England.

How did the Cevian-related holding in Pearson (PSO) change versus the previous notification?

The total voting rights percentage increased from 14.174888% previously to 15.262848%.

Does the Cevian-related investor in Pearson (PSO) use derivatives or other financial instruments for voting rights?

No. The filing shows 0.000000% of voting rights held through financial instruments, with all 15.262848% attached to shares.

Which entity is identified as the ultimate controlling person for the Pearson (PSO) holding?

The filing identifies Cevian Capital II G.P. Limited as the ultimate controlling person of Cevian Capital II Master Fund L.P. for this holding.

What class of Pearson (PSO) shares is associated with the reported voting rights?

The voting rights relate to Pearson ordinary shares with ISIN GB0006776081.