[6-K] PEARSON PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Pearson plc reported its voting rights and capital structure as of the close of business on 30 September 2025. The company stated it had 641,816,425 ordinary shares of 25p each admitted to trading, with each ordinary share carrying one vote at general meetings. The Company confirmed it holds no shares in Treasury. The announcement notes that the figure 641,816,425 may be used by shareholders as the denominator for calculations to determine whether they must notify changes in their interest under the FCA's Disclosure and Transparency Rules. The disclosure was made in accordance with the FCA's Disclosure and Transparency Rule 5.6.1 and the Form indicates the company files under Form 20-F.

Positive

• Clear, precise disclosure of the total number of ordinary shares (641,816,425) for regulatory and investor use
• Confirmation of no treasury shares, removing ambiguity about share count
• Explicit reference to the FCA Disclosure and Transparency Rule 5.6.1 and filing under Form 20-F, demonstrating regulatory compliance

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine, compliant disclosure of share capital and voting rights; useful for shareholder notification thresholds.

Pearson's filing is a standard regulatory disclosure providing the exact count of issued ordinary shares and confirming there are no treasury shares. This precise denominator is necessary for shareholders and market participants to calculate notification thresholds under the FCA's rules. The filing references the applicable Disclosure and Transparency Rule, indicating compliance with routine transparency obligations. There are no governance changes, share issues, buybacks, or other corporate actions disclosed in this document.

Securities Analyst

TL;DR: Neutral informational update; no immediate market-moving information or financial metrics disclosed.

The report provides a clear tally of outstanding ordinary shares (641,816,425 of 25p each) and confirms voting rights per share. For investors and regulators, this supports accurate ownership calculations but does not contain earnings, balance sheet, or transaction data. Absent changes in share count or treasury holdings, the filing is procedural and unlikely to affect valuation or trading by itself.

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 October 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 September 2025, the Company had 641,816,425 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 (641,816,425) 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 October 2025

By: /s/ NATALIE WHITE

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

Natalie White

Deputy Company Secretary

FAQ

How many ordinary shares does Pearson plc (PSO) have outstanding as of 30 September 2025?

Pearson plc reported 641,816,425 ordinary shares of 25p each admitted to trading as of 30 September 2025.

Does Pearson plc hold any treasury shares as of the reported date?

The Company confirmed it holds no shares in Treasury as of the close of business on 30 September 2025.

Can the reported share count be used by shareholders to calculate notification thresholds?

Yes. The figure 641,816,425 may be used as the denominator for calculations to determine whether shareholders must notify changes under the FCA's Disclosure and Transparency Rules.

Under which form does Pearson file its annual reports with the SEC?

The document indicates the Registrant files annual reports under Form 20-F.

Was this announcement made in accordance with any specific FCA rule?

Yes. The announcement was made in accordance with the FCA's Disclosure and Transparency Rule 5.6.1.