PSO 6-K: Non-Exec Directors Boost Holdings via Share Purchase Plan

Rhea-AI Filing Summary

Pearson plc (PSO) filed a Form 6-K to disclose routine director dealings dated 30 June 2025. Four non-executive directors—including Deputy Chair Graeme Pitkethly—purchased a combined 4,651 ordinary shares at £10.77 per share under the Company’s Non-Executive Directors’ Share Purchase Plan. Post-transaction, their individual holdings stand at 20,672 (Coutu), 3,879 (Dolan), 21,368 (Pitkethly) and 6,223 (Thomas) shares. The disclosure satisfies UK Market Abuse Regulation requirements and marginally increases director equity alignment; however, the volumes are immaterial relative to Pearson’s market capitalization and do not alter the firm’s financial outlook.

Positive

• Board alignment: All participating non-executive directors increased personal stakes, signaling confidence and governance best practice.

Negative

• Immaterial volume: Total purchase value (~£50k) is de minimis, offering limited insight into insider conviction.
• No operational data: Filing provides no information on revenue, earnings, or strategic initiatives.

Insights

Corporate Governance Expert

TL;DR: Routine director share purchases enhance governance optics, but immaterial to valuation—impact neutral.

The directors’ participation in the standing Share Purchase Plan shows compliance with best-practice governance and modestly tightens board–shareholder alignment. Nevertheless, the aggregate spend of roughly £50k is negligible versus Pearson’s multi-billion-pound equity value, providing little signal on future performance. No changes to strategic direction, earnings guidance, or risk profile are implied. Overall governance quality upheld; investment thesis unchanged.

Portfolio Manager

TL;DR: Insider buying is a mild positive sentiment cue, but scale too small to move the needle.

Insider purchases can indicate confidence, yet the volumes—largest at 2,286 shares by Pitkethly—represent less than 0.001% of free float. The uniform price (£10.77) suggests automatic program execution rather than opportunistic buying. I view the filing as not impactful to near-term positioning; no adjustment to weightings warranted until substantive operating metrics emerge.

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")

Notification of Director and PDMRs' Interests

Below are details of purchases (made under the Company's Non-Executive Directors' Share Purchase Plan) of Pearson plc ordinary shares of 25p each made on the London Stock Exchange on behalf of the Company's Deputy Chair and Senior Independent Director, and UK based Non-Executive Directors on 30 June 2025:

Name of Director	No. of Shares Purchased	Price per Share*	Total Holding Following Notification
Sherry Coutu	1,016	£10.77	20,672
Alison Dolan	1,001	£10.77	3,879
Graeme Pitkethly	2,286	£10.77	21,368
Annette Thomas	348	£10.77	6,223

* rounded to two decimal places.

The following notifications, made in accordance with the requirements of the UK Market Abuse Regulation, give further detail.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Sherry Coutu
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pearson plc
b)	LEI	2138004JBXWWJKIURC57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 25 pence each in Pearson plc ISIN: GB0006776081
b)	Nature of the transaction	Purchase of shares arising from Company's Non-Executive Directors' Share Purchase Plan
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Purchase price: £10.77 per share	1,016
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: 1,016 shares Aggregated price: £10,942.32
e)	Date of the transaction	30 June 2025
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Alison Dolan
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pearson plc
b)	LEI	2138004JBXWWJKIURC57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 25 pence each in Pearson plc ISIN: GB0006776081
b)	Nature of the transaction	Purchase of shares arising from Company's Non-Executive Directors' Share Purchase Plan
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Purchase price: £10.77 per share	1,001
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: 1,001 shares Aggregated price: £10,780.77
e)	Date of the transaction	30 June 2025
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Graeme Pitkethly
2	Reason for the notification
a)	Position/status	Deputy Chair and Senior Independent Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pearson plc
b)	LEI	2138004JBXWWJKIURC57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 25 pence each in Pearson plc ISIN: GB0006776081
b)	Nature of the transaction	Purchase of shares arising from Company's Non-Executive Directors' Share Purchase Plan
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Purchase price: £10.77 per share	2,286
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: 2,286 shares Aggregated price: £24,620.22
e)	Date of the transaction	30 June 2025
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Annette Thomas
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pearson plc
b)	LEI	2138004JBXWWJKIURC57
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 25 pence each in Pearson plc ISIN: GB0006776081
b)	Nature of the transaction	Purchase of shares arising from Company's Non-Executive Directors' Share Purchase Plan
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Purchase price: £10.77 per share	348
d)	Aggregated information - Aggregated volume - Price	Aggregated volume: 348 shares Aggregated price: £3,747.96
e)	Date of the transaction	30 June 2025
f)	Place of the transaction	London Stock Exchange (XLON)

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 Pearson (PSO) shares were purchased by directors on 30 June 2025?

A combined 4,651 ordinary shares were bought by four non-executive directors.

What price did Pearson directors pay for the shares?

Each share was acquired at £10.77 under the Non-Executive Directors’ Share Purchase Plan.

Does the Form 6-K include any earnings or revenue updates for Pearson plc?

No, the filing solely reports routine director share purchases; it contains no financial performance data.

Which Pearson director bought the largest number of shares?

Graeme Pitkethly, Deputy Chair and Senior Independent Director, purchased 2,286 shares.

Why are these director transactions reported?

UK Market Abuse Regulation requires prompt public disclosure of PDMR share dealings to ensure market transparency.