Cevian reports 16.63% Pearson (NYSE: PSO) stake after share purchases

Rhea-AI Filing Summary

Pearson plc’s major shareholder Cevian Capital II GP Ltd has updated its ownership disclosure, reporting beneficial ownership of 105,662,875 ordinary shares, or 16.63% of the company. Cevian holds sole voting and dispositive power over these shares through its master fund.

The filing states that, as of the date of the amendment, the master fund had purchased 105,662,875 ordinary shares for aggregate consideration of about USD $927,217,988, funded from its general working capital. Purchases were made in British pounds, using a conversion rate of USD 1.37345 for each GBP 1.00.

The percentage ownership is based on 635,405,249 Pearson ordinary shares outstanding as of January 31, 2026, as reported in the issuer’s Form 6-K. This document is Amendment No. 11 to Cevian’s prior beneficial ownership reports on Pearson.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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 Limited, Whiteley Chambers, Don Street
St. Helier, Y9, JE2 4TR
44 (0) 1534 828 513

Ele Klein & Adriana Schwartz
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)

01/29/2026

(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).

SCHEDULE 13D

CUSIP No. 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 105,662,875.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 105,662,875.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

105,662,875.00

12

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

13

Percent of class represented by amount in Row (11)

16.63 %

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. 11 ("Amendment No. 11") 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. 11 amends and restates Items 3 and 5(a)-(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 11 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 3.	Source and Amount of Funds or Other Consideration
	As of the date hereof, the Reporting Person has purchased for the account of the Master Fund an aggregate of 105,662,875 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $927,217,988. The Master Fund funded these purchases out of its general working capital. The Ordinary Shares were purchased using British Pounds. For the purposes of this Schedule 13D, a conversion rate of USD 1.37345 for each GBP 1.00 was used.
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 635,405,249 Ordinary Shares outstanding as of January 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 February 2, 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)	The transactions in the Ordinary Shares by the Reporting Person for the benefit of the Master Fund since the filing of Amendment No. 10 is set forth in Schedule I, and are incorporated herein by reference.

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:	02/02/2026

FAQ

What percentage of Pearson (PSO) does Cevian Capital now report owning?

Cevian Capital II GP Ltd reports beneficial ownership of 16.63% of Pearson’s ordinary shares. This corresponds to 105,662,875 shares, based on 635,405,249 ordinary shares outstanding as of January 31, 2026, according to Pearson’s Form 6-K.

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

Cevian Capital II GP Ltd reports beneficial ownership of 105,662,875 Pearson ordinary shares. The filing indicates Cevian has sole voting and sole dispositive power over this entire block, with no shared voting or shared dispositive authority reported.

What did Cevian Capital pay for its Pearson (PSO) stake?

The reporting person states that the master fund purchased 105,662,875 Pearson ordinary shares for aggregate consideration of approximately USD $927,217,988. Purchases were funded from the master fund’s general working capital and executed in British pounds using a USD 1.37345 per GBP 1.00 conversion rate.

On what share count is Cevian’s 16.63% Pearson ownership based?

The stated 16.63% ownership is calculated using 635,405,249 Pearson ordinary shares outstanding as of January 31, 2026. That outstanding share figure comes from Pearson’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 2, 2026.

Does Cevian Capital have sole or shared voting power over its Pearson shares?

The filing reports that Cevian Capital II GP Ltd has sole voting power and sole dispositive power over all 105,662,875 Pearson ordinary shares it beneficially owns. It reports zero shared voting power and zero shared dispositive power for this position.

What type of SEC filing is this Pearson (PSO) ownership update by Cevian?

This document is a Schedule 13D/A Amendment No. 11 filed by Cevian Capital II GP Ltd. It amends and supplements an original Schedule 13D first filed on June 11, 2020, updating Items 3 and 5 regarding funding and beneficial ownership in Pearson.