Cevian reports 19.17% stake in Pearson PLC

Cevian Capital II GP Ltd, a Jersey-based investment adviser, reports beneficial ownership of 116,765,346 ordinary shares of Pearson plc, representing 19.17% of the company’s ordinary shares.

Rhea-AI Filing Summary

Cevian Capital II GP Ltd, a Jersey-based investment adviser, reports beneficial ownership of 116,765,346 ordinary shares of Pearson plc, representing 19.17% of the company’s ordinary shares. Cevian has sole voting and dispositive power over this stake.

The shares were purchased for the account of its master fund for total consideration of about USD $1,044,451,904, using British pounds and a USD/GBP rate of 1.35225. The ownership percentage is based on 609,048,113 Pearson ordinary shares outstanding as derived from the company’s reported share count and recent share repurchases. No transactions in Pearson shares were made by Cevian for the master fund in the last sixty days.

Key Figures

Beneficial ownership: 116,765,346 shares Ownership percentage: 19.17% Aggregate consideration: USD $1,044,451,904 +5 more

8 metrics

Beneficial ownership 116,765,346 shares Ordinary shares of Pearson PLC beneficially owned by Cevian

Ownership percentage 19.17% Percent of Pearson PLC ordinary shares represented by Cevian’s stake

Aggregate consideration USD $1,044,451,904 Total cost, including commissions, for 116,765,346 ordinary shares

Shares outstanding 609,048,113 shares Pearson ordinary shares outstanding used to compute 19.17% holding

Shares repurchased 5,589,439 shares Pearson ordinary shares repurchased since April 1, 2026

Prior outstanding shares 614,637,552 shares Pearson ordinary shares outstanding as of March 31, 2026

FX conversion rate USD 1.35225 per GBP 1.00 Rate used to convert British pound purchases to U.S. dollars

Date of event 04/16/2026 Date of event triggering the amended Schedule 13D filing

Key Terms

beneficially owned, sole voting power, sole dispositive power, Schedule 13D, +1 more

5 terms

beneficially owned financial

"for the aggregate number of Ordinary Shares and percentage of the Ordinary Shares beneficially owned by the Reporting Person."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 116,765,346.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"9 | Sole Dispositive Power 116,765,346.00 10 | Shared Dispositive Power 0.00"

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.

Schedule 13D regulatory

"This Amendment No. 13 ("Amendment No. 13") amends and supplements the statement on filed with the Securities and Exchange Commission"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Report of Foreign Private Issuer on Form 6-K regulatory

"as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on April 1, 2026."

FAQ

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

What stake does Cevian Capital hold in Pearson PLC (PSO)?

Cevian Capital II GP Ltd beneficially owns 116,765,346 Pearson PLC ordinary shares, representing 19.17% of the company’s ordinary shares. This large position gives Cevian sole voting and dispositive power over the stake, making it a significant shareholder.

How much has Cevian invested in Pearson PLC (PSO) shares?

Cevian purchased its 116,765,346 Pearson PLC ordinary shares for aggregate consideration of about USD $1,044,451,904, including commissions. The purchases were funded from the master fund’s general working capital and executed in British pounds using a USD/GBP rate of 1.35225.

What percentage of Pearson PLC (PSO) does Cevian’s holding represent?

Cevian’s 116,765,346 ordinary shares represent 19.17% of Pearson PLC’s ordinary shares. This percentage is calculated using 609,048,113 shares outstanding, derived from Pearson’s reported March 31, 2026 share count and disclosed repurchases since April 1, 2026.

Has Cevian traded Pearson PLC (PSO) shares recently?

According to the disclosure, Cevian Capital II GP Ltd made no transactions in Pearson PLC ordinary shares for the benefit of its master fund during the past sixty days. The reported 19.17% stake therefore reflects a stable position over that recent period.

How was the Pearson PLC (PSO) share count used to compute Cevian’s 19.17%?

The 19.17% figure uses 609,048,113 Pearson ordinary shares outstanding. This is calculated from 614,637,552 shares reported as of March 31, 2026, minus 5,589,439 shares Pearson repurchased since April 1, 2026, as disclosed by the company.

What powers does Cevian have over its Pearson PLC (PSO) stake?

Cevian Capital II GP Ltd reports sole voting power and sole dispositive power over 116,765,346 Pearson ordinary shares. This means it alone can vote these shares and decide if and when to sell or otherwise dispose of them.

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

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Accepted by SEC EDGAR 04/20/2026 - 12:00 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. 13)

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
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)

04/16/2026

(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)

19.17 %

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. 13 ("Amendment No. 13") 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. 13 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. 13 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 116,765,346 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $1,044,451,904. 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 1.35225 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 609,048,113 Ordinary Shares outstanding, which is the difference obtained by subtracting (x) 5,589,439 Ordinary Shares repurchased by the Issuer since April 1, 2026, as disclosed on the Issuer's website, from (y) 614,637,552 Ordinary Shares outstanding as of March 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 April 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.

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:	04/20/2026