Cevian discloses 15.4% Pearson PLC stake in Schedule 13D (NYSE: PSO)

Rhea-AI Filing Summary

Cevian Capital II GP Ltd reports a significant holding in Pearson plc, disclosing beneficial ownership of 97,886,356 ordinary shares, equal to 15.40% of the company’s outstanding shares as of December 31, 2025. These shares were purchased for an aggregate consideration of approximately USD $808,121,265, funded from the related master fund’s general working capital and originally acquired in British pounds using a stated FX rate of USD 1.33855 per GBP 1.00. Cevian reports sole voting and dispositive power over all of these shares, indicating a large, actively held position in Pearson.

Insights

Activist & ownership structure analyst

Cevian reports a 15.4% Pearson stake with sole control.

Cevian Capital II GP Ltd discloses beneficial ownership of 97,886,356 Pearson ordinary shares, representing 15.40% of shares outstanding based on 635,814,880 shares as of December 31, 2025. The filing states Cevian has sole voting and sole dispositive power over this entire block, which centralizes influence in a single, sophisticated investor.

The aggregate purchase cost for this position is approximately USD $808,121,265, funded from the master fund’s general working capital, with purchases made in British pounds and translated at USD 1.33855 per GBP 1.00. This reflects a long-term, capital-intensive commitment rather than a small trading stake.

As an amendment to an existing Schedule 13D, this update mainly refreshes ownership levels and calculations based on the latest reported share count. Any future changes in Cevian’s stake or public engagement would likely appear in subsequent ownership filings or company disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

01/14/2026

(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 97,886,356.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 97,886,356.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

97,886,356.00

12

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

13

Percent of class represented by amount in Row (11)

15.40 %

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. 10 ("Amendment No. 10") 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. 10 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. 10 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 97,886,356 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $808,121,265. 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 1.33855 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 635,814,880 Ordinary Shares outstanding as of December 31, 2025, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on January 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. 9 is set forth in Schedule H, 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:	01/16/2026

FAQ

How many Pearson (PSO) shares does Cevian Capital report owning?

Cevian Capital II GP Ltd reports beneficial ownership of 97,886,356 Pearson plc ordinary shares, as disclosed in this Schedule 13D/A amendment.

What percentage of Pearson (PSO) does Cevian Capital’s stake represent?

Cevian’s reported holding represents 15.40% of Pearson’s ordinary shares, calculated using 635,814,880 shares outstanding as of December 31, 2025.

How much has Cevian Capital paid in total for its Pearson (PSO) shares?

The filing states that Cevian, for the account of its master fund, purchased an aggregate of 97,886,356 Pearson ordinary shares for approximately USD $808,121,265, including brokerage commissions.

How did Cevian Capital fund its Pearson (PSO) share purchases?

According to the disclosure, the master fund funded the purchases out of its general working capital, with the shares bought in British pounds and translated at USD 1.33855 per GBP 1.00.

Does Cevian Capital have control over how its Pearson (PSO) shares are voted and disposed?

Yes. The filing reports that Cevian has sole voting power and sole dispositive power over all 97,886,356 Pearson ordinary shares it beneficially owns.

What type of filing is this Pearson (PSO) ownership disclosure from Cevian?

This disclosure is an Amendment No. 10 to Schedule 13D, updating Cevian Capital II GP Ltd’s beneficial ownership and related details for Pearson plc ordinary shares.