Cevian Capital lifts Pearson (NYSE: PSO) stake to 16.185981%

Rhea-AI Filing Summary

Pearson plc reports a change in a major shareholding. Aurora Nominees Limited now holds 102,912,875 voting rights in Pearson, representing 16.185981% of the company’s voting rights. This is an increase from a previously notified position of 15.262848%.

The holding relates to ordinary shares with ISIN GB0006776081 and is attributed to Cevian Capital II Master Fund L.P., whose ultimate controlling person is Cevian Capital II G.P. Limited. No voting rights are held through financial instruments; the entire interest is in shares.

Form 6-K: How Foreign Companies Report to the SEC →

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 January 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

27-Jan-2026

6. Date on which Issuer notified

29-Jan-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	16.185981	0.000000	16.185981	102912875
Position of previous notification (if applicable)	15.262848	0.000000	15.262848

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

102912875

16.185981

Sub Total 8.A

102912875

16.185981%

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.	16.185981		16.185981%

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

29-Jan-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: 30 January 2026

By: /s/ NATALIE WHITE

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

Natalie White

Deputy Company Secretary

FAQ

What major shareholding change did Pearson (PSO) disclose in this 6-K?

Pearson disclosed that Aurora Nominees Limited now holds 102,912,875 voting rights, equal to 16.185981% of Pearson’s voting rights. This represents an increase from a previously notified level of 15.262848%, indicating a larger single investor influence within the company’s shareholder base.

Who is the underlying investor behind Aurora Nominees’ 16.185981% stake in Pearson (PSO)?

The 16.185981% voting stake in Pearson is attributed to Cevian Capital II Master Fund L.P. The ultimate controlling person is Cevian Capital II G.P. Limited, with Aurora Nominees Limited listed as the registered holder of the 102,912,875 voting rights in Pearson’s ordinary shares.

How many Pearson (PSO) voting rights are held by Aurora Nominees Limited?

Aurora Nominees Limited holds 102,912,875 voting rights in Pearson plc. These voting rights correspond to ordinary shares with ISIN GB0006776081 and represent 16.185981% of Pearson’s total voting rights, giving the holder a significant voice in shareholder decisions at the company.

Did the percentage of Pearson (PSO) voting rights controlled by this holder increase?

Yes. The notified position increased from 15.262848% of voting rights to 16.185981%. This change reflects a larger proportion of Pearson’s voting rights concentrated with the Cevian-related structure, potentially increasing its influence in shareholder resolutions and corporate governance matters.

Are any of the Pearson (PSO) voting rights held through financial instruments?

No. The notification shows 16.185981% of voting rights attached directly to shares and 0.000000% through financial instruments. This means the entire reported position is held as ordinary shares, rather than via derivatives or other financial instruments that confer voting rights.