Pearson updates total voting rights to 607.9M shares

Pearson plc reported its current voting share capital.

Accepted by SEC EDGAR 04/22/2026 - 06:31 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Pearson plc reported its current voting share capital. As at close of business on 21 April 2026, the company had 607,930,912 ordinary shares of 25p each admitted to trading. Each share carries one vote at general meetings and the company holds no Treasury shares.

This share count provides the denominator shareholders use to determine whether they must notify their holdings or changes in holdings under the UK Financial Conduct Authority’s Disclosure and Transparency Rules.

Key Figures

Ordinary shares in issue: 607,930,912 shares Nominal value per share: 25p per share Voting rights per share: 1 vote per share

3 metrics

Ordinary shares in issue 607,930,912 shares Ordinary shares of 25p each admitted to trading as at 21 April 2026

Nominal value per share 25p per share Nominal value of each ordinary share as described

Voting rights per share 1 vote per share Each ordinary share carries the right to one vote at general meetings

Key Terms

ordinary shares, Treasury, Disclosure and Transparency Rules, voting rights, +1 more

5 terms

ordinary shares financial

"the Company had 607,930,912 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.

voting rights financial

"Each ordinary share carries the right to one vote at general meetings"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

Rule 5.6.1A regulatory

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

FAQ

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

How many Pearson (PSO) shares are currently in issue for voting?

Pearson plc has 607,930,912 ordinary shares of 25p each admitted to trading as at 21 April 2026. Each ordinary share carries one vote at general meetings, defining the total voting power in the company at that date.

Do Pearson (PSO) shares each carry one vote at general meetings?

Yes. Each Pearson plc ordinary share carries one vote at general meetings. With 607,930,912 ordinary shares admitted to trading, this structure means voting power is directly proportional to the number of ordinary shares held by an investor.

Does Pearson (PSO) hold any of its own shares in Treasury?

Pearson plc confirms it does not hold any shares in Treasury. All 607,930,912 ordinary shares of 25p each admitted to trading therefore contribute to the company’s total voting rights figure used for regulatory notification thresholds.

Why is the 607,930,912 share figure important for Pearson (PSO) investors?

The 607,930,912 ordinary share figure is the denominator shareholders use to calculate percentage holdings. It determines when they must notify interests or changes in interests under the UK FCA’s Disclosure and Transparency Rules, helping ensure timely regulatory disclosure.

Which regulatory rules govern Pearson (PSO) voting rights disclosure here?

Pearson states this voting rights and capital information is made in accordance with the FCA’s Disclosure and Transparency Rule 5.6.1A. This rule covers how issuers report total voting rights so investors can assess when notification obligations arise.

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

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

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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 21 April 2026, the Company had 607,930,912 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 (607,930,912) 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 5.6.1A.

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: 22 April 2026

By: /s/ CHRISTIE WOLSTENCROFT

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

Christie Wolstencroft

Senior Assistant Company Secretary