Cevian boosts Pearson (NYSE: PSO) voting rights stake to 19.207009%

Rhea-AI Filing Summary

Pearson plc reports that investment fund Cevian Capital II Master Fund L.P., via Aurora Nominees Limited, has increased its holding in the company. Cevian now controls 116,765,346 voting rights, representing 19.207009% of Pearson's voting rights, up from 18.090022% previously.

All of Cevian’s position is held through shares rather than additional financial instruments, giving it a substantial single-block influence in shareholder votes while remaining below a one‑fifth ownership level.

Insights

Equity ownership & governance analyst

Cevian’s stake in Pearson rises to 19.207009% of voting rights.

Cevian Capital II Master Fund L.P., through Aurora Nominees Limited, now holds 116,765,346 Pearson voting rights, equal to 19.207009%. This is up from 18.090022%, indicating additional share accumulation rather than derivative exposure.

The position is held entirely in shares, with no disclosed financial instruments, which simplifies the ownership structure and voting power. Cevian’s near‑one‑fifth stake can be influential in general meetings, especially on resolutions requiring simple majority support.

The notification records Cevian Capital II G.P. Limited as the ultimate controlling person for these holdings. Future company meeting materials and ownership updates may further clarify how this sizeable block participates in key shareholder votes.

Key Figures

Current voting rights percentage: 19.207009% Current voting rights held: 116,765,346 voting rights Previous voting rights percentage: 18.090022%

3 metrics

Current voting rights percentage 19.207009% Resulting situation after threshold crossing

Current voting rights held 116,765,346 voting rights Held by Cevian Capital II Master Fund L.P.

Previous voting rights percentage 18.090022% Position of previous notification

Key Terms

voting rights, financial instruments, ultimate controlling person, proxy voting

4 terms

voting rights financial

"Total number of voting rights held in issuer Resulting situation on the date on which threshold was crossed or reached | 19.207009 | ... | 116765346"

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.

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 financial

"Ultimate controlling person | Name of controlled undertaking | % of voting rights..."

proxy voting financial

"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 acquisition or disposal of voting rights; An event changing the breakdown 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

22-Apr-2026

6. Date on which Issuer notified

24-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	19.207009	0.000000	19.207009	116765346
Position of previous notification (if applicable)	18.090022	0.000000	18.090022

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		116765346		19.207009
Sub Total 8.A	116765346		19.207009%

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.	19.207009		19.207009%

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

24-Apr-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: 28 April 2026

By: /s/ CHRISTIE WOLSTENCROFT

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

Christie Wolstencroft

Senior Assistant Company Secretary

FAQ

What change in major shareholding does Pearson (PSO) disclose in this report?

Pearson discloses that Cevian Capital II Master Fund L.P. increased its voting stake. Cevian now holds 116,765,346 voting rights, representing 19.207009% of Pearson’s voting rights, up from 18.090022%, giving it a larger single-block influence in shareholder decisions.

How many Pearson (PSO) voting rights does Cevian now control?

Cevian now controls 116,765,346 Pearson voting rights. This holding corresponds to 19.207009% of the issuer’s total voting rights, all held through shares registered via Aurora Nominees Limited, with no additional voting exposure via financial instruments reported.

Through which entities is Cevian’s Pearson (PSO) stake held?

The ultimate controlling person is Cevian Capital II G.P. Limited. The voting rights are effectively held by Cevian Capital II Master Fund L.P. and registered in the name of Aurora Nominees Limited in London, which acts as the shareholder on Pearson’s register.

Does Cevian use financial instruments for its Pearson (PSO) exposure?

No financial instruments are reported for Cevian’s Pearson exposure. The notification shows 19.207009% of voting rights attached directly to shares, with 0.000000% held through financial instruments, meaning the disclosed influence comes solely from share ownership.

Why did Pearson (PSO) issue a TR-1 major holdings notification?

Pearson issued the TR-1 because a major holding threshold was crossed. Cevian’s voting interest rose from 18.090022% to 19.207009%, triggering a disclosure under UK major shareholding rules that require issuers to publish changes when significant ownership levels are reached.