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

Rhea-AI Filing Summary

Pearson plc reports that as at close of business on 31 August 2025 it had 646,408,025 ordinary shares of 25p each admitted to trading, with each share carrying one vote. The company holds no shares in treasury. The disclosed figure may be used by shareholders as the denominator to determine whether they must notify changes in their holdings 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.

Positive

• Clear, single-source outstanding share count provided for regulatory and investor use
• No treasury shares, simplifying vote calculations and potential dilution assessments

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine share capital disclosure providing the official outstanding share count for regulatory notification calculations.

This Form 6-K supplies a standard voting rights and capital update: a clear, single data point of 646,408,025 ordinary shares outstanding and no treasury shares. For investors and market participants, this number is material only as the official denominator used to assess ownership thresholds for FCA disclosure requirements. There are no earnings, transaction, or governance changes disclosed here, so the direct financial impact on valuation or operations is neutral. The filing meets regulatory transparency obligations by restating share capital and voting rights as required.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure confirming voting structure and absence of treasury shares; no governance changes reported.

The company reiterates that each ordinary share carries one vote and that there are no treasury shares, which simplifies vote-counting and shareholder notification mechanics. This disclosure enables shareholders to calculate percentage holdings precisely against the stated denominator for FCA notification thresholds. Because no changes to share classes, rights, or treasury holdings are reported, there are no governance implications beyond routine compliance.

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 September 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 31 August 2025, the Company had 646,408,025 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 (646,408,025) 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 September 2025

By: /s/ NATALIE WHITE

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

Natalie White

Deputy Company Secretary

FAQ

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

Pearson has 646,408,025 ordinary shares of 25p each admitted to trading as at close of business on 31 August 2025.

Does Pearson hold any treasury shares?

No. The company reports that it does not hold any shares in treasury.

How should shareholders use the 646,408,025 figure?

Shareholders may use 646,408,025 as the denominator to calculate whether they must notify changes in their interest under the FCA's Disclosure and Transparency Rules.

What voting rights do Pearson ordinary shares carry?

Each ordinary share carries the right to one vote at general meetings.

Is this Form 6-K announcing any changes to share capital or governance?

No. The filing provides a routine statement of shares outstanding and confirms there are no treasury shares; it does not report changes to share capital or governance.