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6-K

Pearson PLC (PSO)

6-K 2026-01-30 For: 2026-01-30
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

PEARSON plc

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant's name into English)

80 Strand

London, England WC2R 0RL

44-20-7010-2000

(Address of principal executive office)

Indicate by check mark whether the Registrant files or will file annual reports

under cover of Form 20-F or Form 40-F:

Form 20-F X                                               Form 40-F

Indicate by check mark whether the Registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

Yes                                             No X

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB0006776081

Issuer Name

PEARSON PLC

UK or Non-UK Issuer

UK
2. Reason for Notification
---
An acquisition or disposal of voting rights
---
3. Details of person subject to the notification<br>obligation
---

Name

Cevian Capital II GP Limited

City of registered office (if applicable)

`St Helier

Country of registered office (if applicable)

Jersey
4. Details of the shareholder
---
Name City<br>of registered office Country<br>of registered office
--- --- ---
Aurora<br>Nominees Limited London England
5. Date on which the threshold was crossed or reached
---
27-Jan-2026
---
6. Date on which Issuer notified
---
29-Jan-2026
---
7. Total positions of person(s) subject to the notification<br>obligation
---
%<br>of voting rights attached to shares (total of 8.A) %<br>of voting rights through financial instruments (total of 8.B 1 +<br>8.B 2) Total<br>of both in % (8.A + 8.B) Total<br>number of voting rights held in issuer
--- --- --- --- ---
Resulting situation<br>on the date on which threshold was crossed or reached 16.185981 0.000000 16.185981 102912875
Position of<br>previous notification (if applicable) 15.262848 0.000000 15.262848
8. Notified details of the resulting situation on the date on which<br>the threshold was crossed or reached
---
8A. Voting rights attached to shares
---
Class/Type of shares ISIN code(if possible) Number of direct voting rights (DTR5.1) Number of indirect voting rights (DTR5.2.1) % of direct voting rights (DTR5.1) % of indirect voting rights (DTR5.2.1)
--- --- --- --- ---
GB0006776081 102912875 16.185981
Sub<br>Total 8.A 102912875 16.185981%
8B1. Financial Instruments according to (DTR5.3.1R.(1)<br>(a))
---
Type of financial instrument Expiration date Exercise/conversion period Number of voting rights that may be acquired if the instrument is<br>exercised/converted % of voting rights
--- --- --- --- ---
Sub<br>Total 8.B1
8B2. Financial Instruments with similar economic effect according<br>to (DTR5.3.1R.(1) (b))
---
Type of financial instrument Expiration date Exercise/conversion period Physical or cash settlement Number of voting rights % of voting rights
--- --- --- --- --- ---
Sub<br>Total 8.B2
9. Information in relation to the person subject to the<br>notification obligation
---
2. Full chain of controlled undertakings through which the voting<br>rights and/or the financial instruments are effectively held<br>starting with the ultimate controlling natural person or legal<br>entities (please add additional rows as necessary)
---
Ultimate controlling person Name of controlled undertaking % of voting rights if it equals or is higher than the notifiable<br>threshold % of voting rights through financial instruments if it equals or is<br>higher than the notifiable threshold Total of both if it equals or is higher than the notifiable<br>threshold
--- --- --- --- ---
Cevian<br>Capital II G.P. Limited Cevian<br>Capital II Master Fund L.P. 16.185981 16.185981%
10. In case of proxy voting
---

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information
Cevian Capital II G.P. Limited acts as general partner for Cevian<br>Capital II Master Fund L.P. The legal owner of the shares is Aurora<br>Nominees Limited (acting as nominee), which holds the shares on<br>behalf of UBS AG (acting as custodian).
---
12. Date of Completion
---
29-Jan-2026
---
13. Place Of Completion
---
Jersey
---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PEARSON<br>plc
Date: 30<br>January 2026
By: /s/<br>NATALIE WHITE
------------------------------------
Natalie<br>White
Deputy<br>Company Secretary