[6-K] Pearson plc Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 1 July 2025, Pearson plc (LSE/NYSE: PSO) filed a Form 6-K announcing its updated share capital position in line with the FCA’s Disclosure & Transparency Rule 5.6.1. As of the close of business on 30 June 2025, the company had 652,964,634 ordinary shares of 25 pence each admitted to trading. Every ordinary share carries one vote and the company holds no treasury shares, meaning total voting rights equal total shares outstanding. Shareholders should use the 652.96 million figure as the denominator when assessing whether their ownership levels require disclosure under UK transparency regulations.

Insights

Corporate Governance Analyst

TL;DR: Routine share-capital update; 652.96 M voting rights, no treasury stock, neutral governance impact.

The filing is a statutory disclosure required under FCA Rule 5.6.1. It confirms Pearson’s issued share count and voting rights, providing a clear denominator for substantial shareholding notifications. The absence of treasury shares eliminates any dilution or hidden voting power, reflecting straightforward capital structure governance. However, it introduces no strategic change, financial metric, or corporate action likely to affect valuation. Overall impact to investors is informational but not value-moving.

Equity Market Analyst

TL;DR: Informational 6-K; confirms unchanged float, neutral for PSO share price.

The 6-K reiterates Pearson’s share count at 652.96 million, consistent with prior periods. Because there is no issuance, buyback, or treasury stock activity, the filing implies stable share dilution risk. Market liquidity and EPS calculations remain unaffected. Investors tracking threshold crossings for index inclusion or disclosure triggers may find the data useful, but it does not signal any earnings or cash-flow implications. Consequently, the disclosure is classified as non-impactful from a valuation standpoint.

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 July 2025

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 30 June 2025, the Company had 652,964,634

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 (652,964,634) 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: 01 July 2025

By: /s/ NATALIE WHITE

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

Natalie White

Deputy Company Secretary

FAQ

How many ordinary shares does Pearson plc (PSO) have in issue?

The company reports 652,964,634 ordinary shares outstanding as of 30 June 2025.

Does Pearson plc hold any treasury shares?

No. Pearson holds zero treasury shares, so all issued shares carry voting rights.

What is the total number of voting rights in Pearson plc?

There are 652,964,634 voting rights, identical to the number of ordinary shares.

Why did Pearson file this Form 6-K?

The filing satisfies FCA Disclosure & Transparency Rule 5.6.1, informing investors of the current share capital for ownership-threshold calculations.

When was the share-capital information recorded?

The figures reflect the position at close of business on 30 June 2025 and were filed on 1 July 2025.