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

Rhea-AI Filing Summary

Pearson plc (PSO) has filed a Form 6-K to report its share capital position as required under FCA Disclosure & Transparency Rule 5.6.1.

• Ordinary shares in issue at 31 July 2025: 648,804,567 of 25p each.
• No shares are held in treasury, so every share carries one vote.
• The figure serves as the denominator for investors calculating notifiable holdings under UK disclosure rules.

The filing is purely administrative and does not contain earnings, guidance or transactional information.

Insights

Corporate Governance Analyst

TL;DR: Routine capital disclosure; no impact on valuation.

This 6-K simply confirms Pearson’s outstanding share count and absence of treasury stock. It satisfies FCA transparency rules and assists investors in monitoring their voting percentages. There is no dilution, buy-back, or equity issuance news, so valuation and cash-flow forecasts remain unchanged. Consequently, the filing is informational rather than market-moving.

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 August 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 July 2025, the Company had 648,804,567 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 (648,804,567) 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 August 2025

By: /s/ NATALIE WHITE

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

Natalie White

Deputy Company Secretary

FAQ

How many Pearson (PSO) shares were outstanding on 31 July 2025?

Pearson reported 648,804,567 ordinary shares of 25p each in issue.

Does Pearson hold any treasury shares?

No. The company confirmed it holds zero treasury shares.

Why is Pearson publishing its share count in a Form 6-K?

To comply with FCA Disclosure & Transparency Rule 5.6.1, which requires monthly voting-rights updates.

How is the share count figure used by investors?

It acts as the denominator when investors calculate whether they must disclose changes in ownership stakes.

Does the filing include any financial results or guidance?

No. The document is strictly an administrative voting-rights disclosure and contains no earnings or outlook data.