Pearson (NYSE: PSO) investor Cevian discloses 14.18% stake and $705.7M cost

Rhea-AI Filing Summary

Cevian Capital II GP Limited has filed Amendment No. 9 to its Schedule 13D, reporting a large ownership position in Pearson plc. The reporting person beneficially owns 90,182,758 ordinary shares, representing 14.18% of Pearson’s ordinary shares, based on 635,772,938 shares outstanding as of November 30, 2025. Cevian has sole voting and sole dispositive power over all of these shares.

The filing states that these shares were acquired for the account of the Master Fund for total consideration of approximately USD $705,680,181, using British pounds and a conversion rate of USD 1.33425 per GBP 1.00. The purchases were funded from the Master Fund’s general working capital, indicating a substantial capital commitment to Pearson’s ordinary shares.

Insights

Equity ownership and governance analyst

Cevian discloses a 14.18% Pearson stake with sole voting control.

Cevian Capital II GP Limited reports beneficial ownership of 90,182,758 Pearson ordinary shares, equal to 14.18% of the company, calculated against 635,772,938 shares outstanding as of November 30, 2025. The filer holds sole voting and sole dispositive power, meaning it alone decides how these shares are voted and when they may be sold.

The filing notes that the Master Fund paid approximately USD $705,680,181 for these shares, funded from general working capital and transacted in British pounds at a stated FX rate of USD 1.33425 per GBP 1.00. This is a sizable financial commitment to Pearson’s equity and indicates a concentrated position rather than a small, diversified holding.

The amendment updates Items 3 and 5 of the prior Schedule 13D, aligning ownership and cost disclosures with recent data, including the outstanding share count from Pearson’s Form 6-K filed on December 1, 2025. Future ownership levels will depend on any subsequent share purchases or sales, which would be reflected in later beneficial ownership filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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)

12/04/2025

(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 90,182,758.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 90,182,758.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

90,182,758.00

12

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

13

Percent of class represented by amount in Row (11)

14.18 %

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. 9 ("Amendment No. 9") 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. 9 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. 9 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 90,182,758 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $705,680,181. 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 1.33425 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 635,772,938 Ordinary Shares outstanding as of November 30, 2025, as reported in the Company's Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on December 1, 2025.
(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 within the past sixty (60) days are set forth in Schedule G, 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:	12/08/2025

FAQ

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

Cevian Capital II GP Limited reports beneficial ownership of 90,182,758 Pearson plc ordinary shares, according to Amendment No. 9 to its Schedule 13D.

What percentage of Pearson plc does Cevian Capital’s stake represent?

Cevian Capital’s reported holding represents 14.18% of Pearson’s outstanding ordinary shares, based on 635,772,938 shares outstanding as of November 30, 2025.

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

The filing states that the Master Fund has purchased Pearson ordinary shares for aggregate consideration of approximately USD $705,680,181, including brokerage commissions.

How was Cevian Capital’s Pearson position funded?

The filing explains that the Master Fund funded the purchases from its general working capital. The shares were bought in British pounds using a conversion rate of USD 1.33425 per GBP 1.00.

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

Yes. The cover information shows sole voting power and sole dispositive power over 90,182,758 ordinary shares, with no shared voting or dispositive power reported.

What does Amendment No. 9 to Cevian’s Schedule 13D on Pearson change?

Amendment No. 9 amends and restates Items 3 and 5(a)-(c) of the prior Schedule 13D, updating the source and amount of funds, ownership percentage, and recent transaction information.

What share count did Cevian Capital use to calculate its Pearson ownership percentage?

The reported 14.18% ownership is based on 635,772,938 Pearson ordinary shares outstanding as of November 30, 2025, as disclosed in Pearson’s Form 6-K filed on December 1, 2025.