Pearson updates share capital and voting rights

Pearson plc reports its current share capital and voting rights position.

Rhea-AI Filing Summary

Pearson plc reports its current share capital and voting rights position. As at close of business on 31 July 2026, the company had 601,399,290 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 the full 601,399,290 shares represent the total voting rights. This figure may be used by shareholders as the denominator when determining whether they must notify their interest in Pearson under the UK Financial Conduct Authority’s Disclosure and Transparency Rules, specifically Rule 5.6.1.

Key Figures

Shares admitted to trading: 601,399,290 shares Par value per share: 25p Voting rights per share: 1 vote per share +2 more

5 metrics

Shares admitted to trading 601,399,290 shares Ordinary shares of 25p each as at close of business on 31 July 2026

Par value per share 25p Par value of each ordinary share

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

Treasury shares held 0 shares The company does not hold any shares in Treasury

Disclosure rule referenced FCA Disclosure and Transparency Rule 5.6.1 Basis for using 601,399,290 as denominator for disclosure calculations

Key Terms

ordinary shares of 25p each, shares in Treasury, Disclosure and Transparency Rules, voting rights

4 terms

ordinary shares of 25p each financial

"the Company had 601,399,290 ordinary shares of 25p each admitted to trading"

shares in Treasury financial

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

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.

FAQ

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

How many voting shares does Pearson plc (PSO) have as of 31 July 2026?

As of 31 July 2026, Pearson plc has 601,399,290 ordinary shares of 25p each admitted to trading. Each share carries one vote at general meetings, representing the company’s total voting rights.

Do any of Pearson plc (PSO) shares sit in treasury?

Pearson plc reports that it does not hold any shares in Treasury. This means all 601,399,290 ordinary shares currently in issue are included in the company’s voting rights and available for trading.

What is the denominator for FCA disclosure calculations for Pearson plc (PSO)?

Shareholders should use 601,399,290 as the denominator when calculating whether they must notify their interest in Pearson under the FCA’s Disclosure and Transparency Rules, including changes in their holdings.

What voting right does each Pearson plc (PSO) ordinary share carry?

Each ordinary share in Pearson plc carries the right to one vote at general meetings. With 601,399,290 ordinary shares admitted to trading, this defines the company’s total voting rights base for shareholder decisions.

Why did Pearson plc (PSO) issue this update on voting rights and capital?

Pearson issued this update in accordance with FCA Disclosure and Transparency Rule 5.6.1. It clarifies that there are 601,399,290 voting shares, giving investors a precise figure for statutory shareholding disclosure calculations.

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

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Available on EDGAR 08/03/2026 - 07:03 AM Accepted by SEC EDGAR 08/03/2026 - 07:02 AM Learn about SEC filing dates

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 August 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 July 2026, the Company had 601,399,290 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 (601,399,290) 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: 03 August 2026

By: /s/ CHRISTIE WOLSTENCROFT

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

Christie Wolstencroft

Senior Assistant Company Secretary