Artisan boosts Pearson (NYSE: PSO) stake to 11.006% of voting rights

Rhea-AI Filing Summary

Pearson plc reports a notification of major holdings from Artisan Partners Limited Partnership. Artisan now holds 66,909,195 voting rights in Pearson, representing 11.006052% of the company’s voting rights attached to shares, with no additional exposure through financial instruments.

The position increased from a previously notified level of 10.108540% of voting rights. The holding is structured through a chain of controlled undertakings under Artisan Partners Asset Management Inc., with the disclosed stake concentrated in direct voting rights to Pearson shares.

Key Figures

Current voting rights percentage: 11.006052% Current voting rights held: 66,909,195 voting rights Previous voting rights percentage: 10.108540% +1 more

4 metrics

Current voting rights percentage 11.006052% Resulting situation when threshold crossed

Current voting rights held 66,909,195 voting rights Resulting situation when threshold crossed

Previous voting rights percentage 10.108540% Position of previous notification

Financial instruments voting rights 0.000000% Voting rights through financial instruments

Key Terms

TR-1, voting rights attached to shares, financial instruments, ultimate controlling person, +1 more

5 terms

TR-1 regulatory

"TR-1: Standard form for notification of major holdings"

A TR-1 is a financial form used by investors to report significant ownership stakes in a company, typically when they acquire or dispose of a large number of shares. It helps keep the market informed about major shareholders and potential changes in control, allowing other investors to make better-informed decisions. This transparency encourages fair trading and reduces surprises related to ownership shifts.

voting rights attached to shares financial

"% of voting rights attached to shares (total of 8.A)"

financial instruments financial

"% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)"

Financial instruments are assets or contracts that hold monetary value and can be bought, sold, or traded. They serve as tools for investors to grow, protect, or transfer money, much like how a ticket or voucher can be used to access goods or services. These instruments help individuals and organizations manage financial goals and risks across different markets and economic conditions.

ultimate controlling person regulatory

"Ultimate controlling person | Name of controlled undertaking"

proxy voting regulatory

"10. In case of proxy voting Name of the proxy holder"

Proxy voting is a process that allows investors to have their voting power on company decisions exercised by someone else if they cannot attend meetings in person. It ensures that their opinions are still represented, similar to authorizing someone else to vote on their behalf at an election. This helps investors influence company actions even when they cannot be physically present.

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

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 event changing the breakdown of voting rights

3. Details of person subject to the notification obligation

Name

Artisan Partners Limited Partnership

City of registered office (if applicable)

Country of registered office (if applicable)

US

4. Details of the shareholder

Name	City of registered office	Country of registered office
Bank of New York	New York City	United States
Brown Brothers Harriman	Boston	United States
JPMorgan Chase	Dallas	United States
Mellon Bank	Pittsburgh	United States
Northern Trust	Chicago	United States
State Street Bank	Boston	United States

5. Date on which the threshold was crossed or reached

21-Apr-2026

6. Date on which Issuer notified

23-Apr-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	11.006052	0.000000	11.006052	66909195
Position of previous notification (if applicable)	10.108540	0.000000	10.108540

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		66909195		11.006052
Sub Total 8.A	66909195		11.006052%

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
Artisan Partners Asset Management Inc.	Artisan Partners Holdings LP
Artisan Partners Holdings LP	Artisan Partners Investments GP LLC
Artisan Partners Investments GP LLC	Artisan Partners Limited Partnership
Artisan Partners Limited Partnership		11.006052	0.000000	11.006052%

10. In case of proxy voting

Name of the proxy holder

Artisan Partners Limited Partnership

The number and % of voting rights held

66,909,195 voting rights and 11.01%

The date until which the voting rights will be held

n/a

11. Additional Information

12. Date of Completion

23-Apr-2026

13. Place Of Completion

Milwaukee, Wisconsin, United States

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: 24 April 2026

By: /s/ CHRISTIE WOLSTENCROFT

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

Christie Wolstencroft

Senior Assistant Company Secretary

FAQ

What major shareholding change does Pearson (PSO) disclose in this 6-K?

Pearson plc discloses that Artisan Partners Limited Partnership now holds 11.006052% of its voting rights. This equals 66,909,195 voting rights attached to Pearson shares, reflecting an increase from a previously notified 10.108540% holding by the same shareholder group.

Who is the major shareholder increasing its stake in Pearson (PSO)?

The major shareholder is Artisan Partners Limited Partnership. It is part of a controlled chain under Artisan Partners Asset Management Inc. and now holds 66,909,195 voting rights in Pearson plc, representing 11.006052% of Pearson’s total voting rights attached to shares.

How many Pearson (PSO) voting rights are held by the notifying shareholder?

The notifying shareholder group holds 66,909,195 Pearson voting rights. These rights correspond to 11.006052% of the company’s voting rights attached to shares, with no additional voting rights reported through financial instruments in the TR-1 disclosure.

Did the percentage of voting rights in Pearson (PSO) change in this notification?

Yes, the notified percentage of voting rights increased. Artisan Partners’ holding rose from a previously notified 10.108540% of Pearson’s voting rights to 11.006052%, all represented by direct voting rights attached to Pearson shares, with no reported derivative instruments.

Are there any financial instruments reported in the Pearson (PSO) TR-1 filing?

No financial instruments with attached voting rights are reported. The TR-1 shows 0.000000% of voting rights through financial instruments, meaning the entire 11.006052% interest in Pearson is held as voting rights attached directly to the company’s shares.

Which custody banks are listed as shareholders in the Pearson (PSO) filing?

The filing lists several custody and trustee banks as shareholders. These include Bank of New York, Brown Brothers Harriman, JPMorgan Chase, Mellon Bank, Northern Trust, and State Street Bank, each shown with their respective U.S. cities of registered office.