Cevian boosts Pearson (NYSE: PSO) voting stake to 18.09% of shares

Rhea-AI Filing Summary

Pearson plc reports a change in a major shareholding under a TR-1 notification. Aurora Nominees Limited in London is listed as the registered shareholder.

The filing shows that Cevian Capital II Master Fund L.P., controlled by Cevian Capital II G.P. Limited, now holds 114,944,951 voting rights in Pearson, representing 18.090022% of voting rights, up from 17.321718% in the previous notification.

Insights

Equity ownership analyst

Cevian’s disclosed stake in Pearson rises to just over 18%.

The notification shows Cevian Capital II Master Fund L.P., via Aurora Nominees Limited, holding 114,944,951 voting rights in Pearson plc. This represents 18.090022% of voting rights attached to shares, with no additional exposure through financial instruments.

The prior notification showed a 17.321718% interest, so Cevian’s stake has increased modestly. Actual implications depend on Cevian’s strategy and future actions, which are not described. Subsequent company disclosures may clarify any governance or strategic effects of this larger holding.

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 February 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

09-Feb-2026

6. Date on which Issuer notified

11-Feb-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	18.090022	0.000000	18.090022	114944951
Position of previous notification (if applicable)	17.321718	0.000000	17.321718

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		114944951		18.090022
Sub Total 8.A	114944951		18.090022%

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.	18.090022		18.090022%

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

11-Feb-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: 12 February 2026

By: /s/ NATALIE WHITE

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

Natalie White

Deputy Company Secretary

FAQ

What does Pearson plc (PSO) disclose in this February 2026 6-K?

Pearson plc discloses a TR-1 notification of major holdings. The filing reports that a significant shareholder has increased its voting interest in the company, providing updated percentages and total voting rights now held in Pearson shares.

Which shareholder is named in Pearson plc (PSO)’s major holdings notification?

The filing lists Aurora Nominees Limited of London, England as the shareholder. It also identifies Cevian Capital II Master Fund L.P., controlled by Cevian Capital II G.P. Limited, as the entity effectively holding the voting rights reported in the TR-1 notification.

What percentage of Pearson plc (PSO) voting rights does Cevian now hold?

Cevian Capital II Master Fund L.P. is reported as holding 114,944,951 voting rights in Pearson plc, representing 18.090022% of voting rights attached to shares. This updated percentage reflects the situation when the relevant ownership threshold was crossed or reached.

How did Cevian’s holding in Pearson plc (PSO) change compared with the previous notification?

The previous notification showed a 17.321718% interest in Pearson plc. The new TR-1 filing reports that Cevian Capital II Master Fund L.P. now holds 18.090022% of voting rights, indicating a modest increase in its ownership stake in the company.

Are any financial instruments reported in Pearson plc (PSO)’s TR-1 notification?

The TR-1 notification shows all reported exposure through voting rights attached to shares. The sections for financial instruments (8.B1 and 8.B2) list no positions, so the total reported percentage comes solely from directly held voting rights in Pearson shares.

Who signed the February 2026 6-K for Pearson plc (PSO)?

The 6-K is signed on behalf of Pearson plc by Natalie White, Deputy Company Secretary. The signature block confirms that the registrant caused the report to be signed by a duly authorized officer of the company on the stated completion date.