Pearson (PSO) awards CEO Omar Abbosh 799,835 performance LTIP shares for 2026

Rhea-AI Filing Summary

Pearson plc reported that Chief Executive Omar Abbosh received an annual long-term incentive award under the 2020 Long-Term Incentive Plan for 2026. He was granted 799,835 performance-related restricted shares, calculated using a £10.861 average share price and representing 850% of his salary.

The award will vest on 1 May 2029, subject to performance conditions and targets set out in the 2025 annual report, and any vested shares must then be held for an additional two years. The grant includes dividend equivalent awards and may be adjusted by the Remuneration Committee to reflect underlying financial or non-financial performance, in line with the shareholder-approved 2026 remuneration policy.

Key Figures

Restricted shares awarded: 799,835 shares Award as % of salary: 850% of salary Share price used: £10.861 per share +3 more

6 metrics

Restricted shares awarded 799,835 shares 2026 LTIP grant to Chief Executive Omar Abbosh

Award as % of salary 850% of salary Basis for 2026 LTIP award to Chief Executive

Share price used £10.861 per share Average mid-market closing price over five days to 1 May 2026

Vesting date 1 May 2029 Scheduled vesting date of 2026 LTIP award

Holding period after vesting Two years Additional holding period for any shares that vest

Transaction date 5 May 2026 Date of LTIP award grant to Chief Executive

Key Terms

Long-Term Incentive Plan, performance-related restricted shares, dividend equivalent awards, UK Market Abuse Regulation, +1 more

5 terms

Long-Term Incentive Plan financial

"Award of performance-related restricted shares under the Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

performance-related restricted shares financial

"made a grant of performance-related restricted shares under the LTIP"

dividend equivalent awards financial

"The award also attracts dividend equivalent awards."

UK Market Abuse Regulation regulatory

"The notification below is made in accordance with the requirements of the UK Market Abuse Regulation."

Remuneration Committee financial

"The Remuneration Committee reserves the right to adjust payouts up or down"

A remuneration committee is a group of independent board members who design, approve and oversee pay packages for a company’s executives and directors. Think of them as the household budget planners for top management: they decide salaries, bonuses and stock awards so pay rewards performance and limits excessive risk. For investors, their role matters because compensation policies affect management incentives, business strategy and the long‑term value shareholders receive.

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 May 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

Pearson plc - (the "Company")

Notification of Directors' Interests

2026 Long-Term Incentive Plan (LTIP) Awards

On 5 May 2026, the Company made a grant of performance-related restricted shares under the LTIP, including to the Chief Executive, under the 2020 LTIP rules. This represents the company's annual grant of long-term incentives for 2026. The award will vest on 1 May 2029 subject to the performance conditions and targets as set out in the 2025 annual report. Any shares which vest on 1 May 2029 will be subject to an additional two-year holding period, following the end of the performance period. The award also attracts dividend equivalent awards. 

The award is consistent with the directors' remuneration policy approved by shareholders at the 2026 Annual General Meeting and was made on the following basis:

Name	Title	Restricted shares awarded	% of Salary	Share price used to calculate award
Omar Abbosh	Chief Executive	799,835	850%	£10.861

The number of shares awarded to Omar Abbosh was determined using the average mid-market closing share price of the Company's ordinary shares as traded on the London Stock Exchange for the five trading days up to and including 01 May 2026, which is the share price used to determine award values for LTIP awards to the wider employee population (excluding those based in the US).

The Remuneration Committee reserves the right to adjust payouts up or down before they are released if it believes that the vesting outcome does not reflect underlying financial or non-financial performance or if such other exceptional factors warrant doing so. In making such adjustments, the Committee is guided by the principle of aligning shareholder and management interests.

The notification below is made in accordance with the requirements of the UK Market Abuse Regulation.

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	Omar Abbosh
2	Reason for the notification
a)	Position/status	Chief Executive
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	Award of performance-related restricted shares under the Long-Term Incentive Plan
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		n/a	799,835
d)	Aggregated information - Aggregated volume - Price	Aggregated price: N/A Aggregated volume: see 4 (c) above
e)	Date of the transaction	5 May 2026
f)	Place of the transaction	Outside a trading venue

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: 07 May 2026

By: /s/ CHRISTIE WOLSTENCROFT

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

Christie Wolstencroft

Senior Assistant Company Secretary

FAQ

What LTIP award did Pearson (PSO) grant to its Chief Executive in 2026?

Pearson granted Chief Executive Omar Abbosh 799,835 performance-related restricted shares under its 2020 Long-Term Incentive Plan. The award represents 850% of his salary and is part of the company’s regular 2026 long-term incentive grants to senior management.

When will Omar Abbosh’s 2026 Pearson (PSO) LTIP award vest?

The 799,835 restricted shares awarded to Omar Abbosh are scheduled to vest on 1 May 2029, subject to meeting performance conditions set out in Pearson’s 2025 annual report. After vesting, an additional two-year holding period will apply to any shares that vest.

How was the Pearson (PSO) LTIP share award for Omar Abbosh valued?

The number of restricted shares was calculated using an average mid-market closing share price of £10.861. This price reflects Pearson’s ordinary share trading on the London Stock Exchange over the five trading days up to and including 1 May 2026, consistent with awards to most employees.

Can Pearson’s Remuneration Committee adjust Omar Abbosh’s LTIP payout?

Yes. The Remuneration Committee can adjust the LTIP payout up or down before release if vesting outcomes do not reflect underlying financial or non-financial performance or other exceptional factors, with the stated aim of aligning shareholder and management interests in Pearson.

Is the 2026 LTIP award to Omar Abbosh aligned with Pearson (PSO) shareholder policy?

The award is described as consistent with Pearson’s directors’ remuneration policy approved by shareholders at the 2026 Annual General Meeting. That policy governs long-term incentive grants, including performance-related restricted share awards to senior executives such as the Chief Executive.