PEARSON PLC SEC Filings

Pearson plc reported a change in a major shareholding, with the Artisan Partners group now holding 10.108540% of its voting rights. This position represents 63,821,238 voting rights attached to ordinary shares with ISIN GB0006776081, all held as indirect voting rights.

The holding increased from a previously notified level of 5.040000%, indicating a significant rise in Artisan Partners’ interest. The notification lists several U.S. custodian banks, while the ultimate controlling structure leads to Artisan Partners Limited Partnership as the entity holding the disclosed voting interest.

Pearson plc reports a change in a major shareholding under a TR-1 notification. Aurora Nominees Limited in London is listed as the registered shareholder.

The filing shows that Cevian Capital II Master Fund L.P., controlled by Cevian Capital II G.P. Limited, now holds 114,944,951 voting rights in Pearson, representing 18.090022% of voting rights, up from 17.321718% in the previous notification.

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.

Pearson plc reported a change in a major shareholding. An investor group linked to Cevian Capital now holds 110,063,107 voting rights in Pearson, equal to 17.321718% of the company’s voting rights. This increased from a previously notified level of 16.185981%, all held as direct voting rights attached to shares and not via financial instruments.

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.

Pearson plc has confirmed its current share capital and voting rights. As at close of business on 31 January 2026, the company had 635,405,249 ordinary shares of 25p each admitted to trading, with each share carrying one vote at general meetings.

The company holds no shares in treasury, so the full share count represents the total voting rights. Pearson notes that this figure may be used by shareholders as the denominator when calculating whether they must notify their holdings under the FCA’s Disclosure and Transparency Rules.

Pearson plc reported a routine share purchase by a senior executive. Tom ap Simon, President – Higher Education and Virtual Learning, bought American Depositary Receipts (ADRs) in Pearson plc through the Company’s U.S. Employee Stock Purchase Plan for the offering period from 1 July 2025 to 31 December 2025. The transaction covered a volume of 502.7652 ADRs at a price of $11.934 per ADR, with an aggregated price of $6,000. The trade took place on 20 January 2026 on the New York Stock Exchange.

Pearson plc disclosed that an investor associated with Cevian Capital has increased its stake in the company. The holding, registered via Aurora Nominees Limited, now represents 97,043,459 voting rights, equal to 15.262848% of Pearson’s voting rights attached to shares. This is up from a previously notified level of 14.174888%. The position is held in ordinary shares with ISIN GB0006776081, and there are no additional voting rights held through financial instruments.

Pearson plc provides an unaudited 2025 trading update showing underlying Group sales growth of 4% for the full year, with fourth-quarter growth accelerating to 8%. Group adjusted operating profit is expected to be £610–615m at a £:$ rate of 1.32, up around 6% on an underlying basis. The company reports strong cash generation, with free cash flow conversion of more than 95% plus a £0.1bn State Aid repayment.

All business divisions grew for the year on an underlying basis, led by Virtual Learning at 8% and Enterprise Learning & Skills at 6%, while Assessment & Qualifications grew 4%, Higher Education 2% and English Language Learning 1%. Pearson highlights progress on its 2025 strategic priorities, including new AI-powered products such as Communication Coach integrated into Microsoft 365, a strategic partnership with IBM, and new contracts in vocational skilling and certification testing. The company states that its medium-term outlook remains unchanged.