Pearson agrees to appoint Svensson to board Oct. 1

Rhea-AI Filing Summary

Pearson plc (PSO) and Cevian Capital II GP Ltd entered a Relationship Agreement on September 22, 2026, under which Pearson agreed, subject to the agreement’s terms and conditions, to appoint Alexander Svensson as a non-executive director and Nomination & Governance Committee member effective October 1, 2026. Pearson also agreed to recommend his re-election at each annual general meeting during the agreement’s term. Cevian has customary replacement rights, and the agreement includes customary standstill, voting and confidentiality provisions.

Cevian Capital II GP Ltd reported beneficial ownership of 116,765,346 ordinary shares, or 19.4% of the class, with sole voting and dispositive power. Pearson had 601,719,893 ordinary shares outstanding as of August 31, 2026.

Key Figures

Beneficially owned ordinary shares: 116,765,346 shares Class beneficially owned: 19.4% Ordinary shares outstanding: 601,719,893 shares

3 metrics

Beneficially owned ordinary shares 116,765,346 shares Cevian Capital II GP Ltd

Class beneficially owned 19.4% Cevian Capital II GP Ltd's ordinary shares

Ordinary shares outstanding 601,719,893 shares As of August 31, 2026

Key Terms

Relationship Agreement, standstill, sole dispositive power

3 terms

Relationship Agreement regulatory

"pursuant to the Relationship Agreement"

standstill regulatory

"customary standstill, voting and confidentiality provisions"

A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.

sole dispositive power regulatory

"sole power to dispose or to direct the disposition"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Pearson (PSO) shares does Cevian Capital II GP Ltd beneficially own?

Cevian Capital II GP Ltd reported beneficial ownership of 116,765,346 Pearson ordinary shares, representing 19.4% of the class. It reported sole voting and dispositive power over those shares.

What does Pearson's agreement with Cevian say about board representation?

Pearson agreed, subject to the agreement's terms and conditions, to appoint Alexander Svensson as a non-executive director and Nomination & Governance Committee member effective October 1, 2026. Pearson also agreed to recommend his re-election at each annual general meeting during the agreement's term.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 04:22 PM Accepted by SEC EDGAR 09/23/2026 - 04:21 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

PEARSON PLC

(Name of Issuer)

Ordinary Shares, par value GBP 0.25

(Title of Class of Securities)

000000000

(CUSIP Number)

Norma O'Sullivan
Cevian Capital II GP Ltd, Whiteley Chambers, Don Street
St. Helier, Y9, JE2 4TR
44 (0) 1534 828 514

Ele Klein
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Cevian Capital II GP LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 116,765,346.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 116,765,346.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

116,765,346.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.4 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value GBP 0.25
(b)	Name of Issuer: PEARSON PLC
(c)	Address of Issuer's Principal Executive Offices: 80 STRAND, LONDON ENGLAND, UNITED KINGDOM , WC2R 0RL.
Item 1 Comment: This Amendment No. 14 ("Amendment No. 14") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 11, 2020 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"), with respect to the ordinary shares, par value GBP 0.25 (the "Ordinary Shares"), of Pearson plc, a public limited company incorporated under the laws of England and Wales (the "Issuer"). This Amendment No. 14 amends and supplements Items 4 and 6, amends and restates Items 5(a)-(c) and amends and restates Item 7, in each case as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 14 have the meanings set forth in the Schedule 13D. The Ordinary Shares have no CUSIP number. The ISIN number for the Ordinary Shares is GB0006776081.
Item 4.	Purpose of Transaction
	On September 22, 2026, the Reporting Person entered into a relationship agreement (the "Relationship Agreement") with the Issuer pursuant to which the Issuer agreed, subject to the terms and conditions of the Relationship Agreement, to appoint Alexander Svensson (the "Shareholder Director") to serve as a non-executive director of the Issuer's board of directors (the "Board") and as a member of the Nomination & Governance Committee of the Board with effect from October 1, 2026, and to recommend the re-election of the Shareholder Director at each annual general meeting of the Issuer during the term of the Relationship Agreement. In addition, the Reporting Person has customary replacement rights with respect to the Shareholder Director. The Relationship Agreement also provides for customary standstill, voting and confidentiality provisions during the term of the Relationship Agreement. The foregoing summary of the Relationship Agreement is not complete and is qualified in its entirety by the full text of the form of Relationship Agreement, which is included as Exhibit 99.1 hereto and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentage of the Ordinary Shares beneficially owned by the Reporting Person. The percentage used in this Schedule 13D is calculated based upon an aggregate of 601,719,893 Ordinary Shares outstanding as of August 31, 2026, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on September 1, 2026.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition.
(c)	No transactions in the Ordinary Shares by the Reporting Person for the benefit of the Master Fund were made during the past sixty (60) days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person's response to Item 4 is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Relationship Agreement, dated September 22, 2026, between Pearson plc and Cevian Capital II GP Limited

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cevian Capital II GP LTD

Signature:	/s/ Norma O'Sullivan
Name/Title:	Norma O'Sullivan, Director
Date:	09/23/2026