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PEARSON PLC (PSO) SEC Filings, Nov-Dec 2025

PSO NYSE

Pearson plc files Form 6-K reports that document its foreign-issuer disclosures, ADR-related securities, ordinary shares, governance actions, and capital structure. The filings include trading updates for the education and assessment business, AGM voting results, dividend approvals, board election matters, and shareholder-resolution outcomes.

Pearson filings also record PDMR and director interests, Long-Term Incentive Plan awards, Save for Shares Plan activity, share issuances under employee plans, voting-rights and capital notices, and major-shareholding notifications under UK disclosure rules. These records connect the PSO ADR program with Pearson ordinary shares and show recurring disclosures on ownership, remuneration, equity awards, and shareholder voting mechanics.

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Pearson plc filed a report disclosing a share purchase by one of its board members. Non-Executive Director Arden Hoffman bought 875 American Depositary Receipts (ADRs) in Pearson plc on 10 December 2025. Each ADR represents one ordinary share of 25 pence in Pearson plc. The ADRs were purchased on the New York Stock Exchange at a price of $13.63 per ADR, for an aggregated amount of $11,926.25. This is a standard disclosure of a transaction by a person discharging managerial responsibilities.

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Pearson plc reports that an investor linked to Cevian Capital has increased its stake and now holds 14.174888% of the company’s voting rights, representing 90,120,099 voting rights attached to shares. This is up from a previous holding of 13.048636% of voting rights. The position is held through Aurora Nominees Limited, with Cevian Capital II G.P. Limited identified as the ultimate controlling person and Cevian Capital II Master Fund L.P. as the controlled undertaking. The notification confirms that the stake is held entirely through ordinary shares with ISIN GB0006776081 and that no additional voting rights are held through financial instruments.

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Cevian Capital II GP Limited has filed Amendment No. 9 to its Schedule 13D, reporting a large ownership position in Pearson plc. The reporting person beneficially owns 90,182,758 ordinary shares, representing 14.18% of Pearson’s ordinary shares, based on 635,772,938 shares outstanding as of November 30, 2025. Cevian has sole voting and sole dispositive power over all of these shares.

The filing states that these shares were acquired for the account of the Master Fund for total consideration of approximately USD $705,680,181, using British pounds and a conversion rate of USD 1.33425 per GBP 1.00. The purchases were funded from the Master Fund’s general working capital, indicating a substantial capital commitment to Pearson’s ordinary shares.

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Pearson plc reported a governance update involving its board committees. The company announced that non-executive director Costis Maglaras will join both the Audit Committee and the Reputation & Responsibility Committee, effective 1 January 2026. This change reflects an adjustment in committee membership rather than an operational or financial development, and the notification is made in line with UK listing rules.

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Pearson plc reports its current voting share capital for regulatory purposes. As at close of business on 30 November 2025, the company had 635,772,938 ordinary shares of 25p each admitted to trading, and each ordinary share carries one vote at general meetings. Pearson holds no shares in treasury, meaning all these shares currently represent voting rights. The company explains that the total of 635,772,938 shares may be used by shareholders as the denominator when calculating whether they must notify the UK Financial Conduct Authority of any holdings or changes under the Disclosure and Transparency Rules.

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Form 6-K
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Pearson plc filed a foreign issuer report outlining activity under its employee share schemes for the period from 1 June 2025 to 30 November 2025. Under the Save for Shares Plan, 846,779 securities were issued or allotted, reducing the balance of unallotted securities from 2,328,888 to 1,482,109. Under the Employee Stock Purchase Plan, the block was increased by 1,700,000 securities, with 234,493 issued or allotted during the period, resulting in 2,228,992 securities remaining unallotted at the end of the period. The filing is an administrative update on share plan usage and available headroom under these schemes.

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Pearson plc reported a share purchase by one of its board members. Non-Executive Director Annette Thomas, a person discharging managerial responsibilities, bought 391 ordinary shares of 25 pence each in Pearson plc at a price of £9.9108 per share. The aggregated consideration for this transaction was £3,875.12. The trade took place on 25 November 2025 on the London Stock Exchange (XLON). This disclosure is made in line with regulatory requirements for reporting transactions by senior managers.

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Pearson plc (PSO) reports a change in a major shareholding by BlackRock, Inc. BlackRock now holds a total of 9.96% of Pearson’s voting rights, equivalent to 63,894,697 voting rights in the company.

The position is made up of 8.11% of voting rights attached to shares, representing 51,960,619 indirect voting rights, and 1.85% held through financial instruments. These instruments include American Depository Receipts and securities lending arrangements totaling 0.51% of voting rights, plus contracts for difference (CFDs) representing a further 1.34%.

Previously, BlackRock’s total interest was 10.00%, so this notice reflects a small reduction in its overall voting stake while it remains a significant shareholder.

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Pearson plc reported an update to its voting rights and share capital. As at close of business on 31 October 2025, the company had 640,181,375 ordinary shares of 25p each admitted to trading. Each ordinary share entitles the holder to one vote at general meetings. The company holds no shares in Treasury. Pearson noted that 640,181,375 may be used by shareholders as the denominator for FCA Disclosure and Transparency Rule calculations.

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Pearson plc reported a PDMR share purchase on a Form 6-K. Chair Omid Kordestani bought 6,746 Pearson American Depositary Receipts (ADRs) at $14.065 per ADR, for an aggregate of $94,882.49.

The transaction took place on 30 October 2025 on the New York Stock Exchange (XNYS). Each ADR represents one ordinary share of 25 pence in Pearson plc (ISIN: US7050151056).

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FAQ

How many PEARSON PLC (PSO) SEC filings are available on StockTitan?

StockTitan tracks 90 SEC filings for PEARSON PLC (PSO), including 20-F annual reports and 6-K reports. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for PEARSON PLC (PSO)?

The most recent SEC filing for PEARSON PLC (PSO) was filed on December 12, 2025.