Cevian details $1.03B Pearson (NYSE: PSO) stake in latest 13D/A

Rhea-AI Filing Summary

Cevian Capital II GP Ltd filed Amendment No. 12 to its Schedule 13D reporting its ownership in Pearson plc’s ordinary shares. The firm beneficially owns 114,944,951 Ordinary Shares, representing 18.14% of the class, with sole voting and dispositive power over this entire amount.

The shares were acquired for the account of its master fund for aggregate consideration of approximately USD $1,029,807,805, funded from the fund’s general working capital and purchased in British Pounds using a USD 1.36140/GBP 1.00 conversion rate. The percentage ownership is based on 633,762,659 Ordinary Shares outstanding, after adjusting for issuer share repurchases disclosed in recent reports.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

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)

02/05/2026

(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 114,944,951.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 114,944,951.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

114,944,951.00

12

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

13

Percent of class represented by amount in Row (11)

18.14 %

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. 12 ("Amendment No. 12") 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. 12 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. 12 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 114,944,951 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $1,029,807,805. 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 1.36140 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 633,762,659 Ordinary Shares outstanding, which is the difference obtained by subtracting (x) 1,642,590 Ordinary Shares repurchased by the Issuer since February 2, 2026, as disclosed on the Issuer's website, from (y) 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. 11 is set forth in Schedule J, 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:	02/09/2026

FAQ

How much of Pearson plc (PSO) does Cevian Capital II GP Ltd currently own?

Cevian Capital II GP Ltd reports beneficial ownership of 114,944,951 Pearson ordinary shares. This represents 18.14% of Pearson’s outstanding ordinary shares, based on 633,762,659 shares outstanding after adjusting for recent issuer share repurchases disclosed in company filings.

What is the total amount Cevian has invested in Pearson plc (PSO) shares?

Cevian’s master fund acquired its 114,944,951 Pearson ordinary shares for aggregate consideration of about USD $1,029,807,805. This figure includes brokerage commissions and reflects purchases made in British Pounds using a USD 1.36140 to GBP 1.00 exchange rate.

What percentage of Pearson plc (PSO) is represented by Cevian’s stake?

Cevian’s holding represents 18.14% of Pearson’s outstanding ordinary shares. The percentage is calculated using 633,762,659 ordinary shares outstanding, derived from 635,405,249 shares less 1,642,590 shares repurchased by Pearson since February 2, 2026.

Does Cevian Capital II GP Ltd control voting and disposal of its Pearson (PSO) shares?

Cevian Capital II GP Ltd reports sole voting power over 114,944,951 Pearson ordinary shares and sole dispositive power over the same number. It reports no shared voting power and no shared dispositive power over any Pearson ordinary shares in this filing.

What type of filing did Cevian submit regarding its Pearson plc (PSO) stake?

Cevian submitted Amendment No. 12 to its Schedule 13D relating to Pearson ordinary shares. The amendment updates Items 3 and 5, detailing the source and amount of funds used and Cevian’s current beneficial ownership and recent trading activity in Pearson shares.

How did Cevian fund its investment in Pearson plc (PSO) ordinary shares?

Cevian’s master fund financed the purchase of 114,944,951 Pearson ordinary shares from its general working capital. The shares were bought in British Pounds, and for reporting purposes the filing uses a USD 1.36140 per GBP 1.00 currency conversion rate.