Pearson PLC

Foreign Filer Report • Dec 9, 2025

6-K 1 a8171kpearson.htm HOLDING(S) IN COMPANY Document created using Blueprint(R) - powered by Issuer Services - www.issuerservices.net Copyright 2025 Issuer Services a8171kpearson

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 December 2025

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

1. Reason for Notification

An acquisition or disposal of voting rights

1. Details of person subject to the notification obligation

Name

Cevian Capital II GP Limited

City of registered office (if applicable)

`St Helier

Country of registered office (if applicable)

Jersey

1. Details of the shareholder

| Name | City
of registered office | Country
of registered office |
| --- | --- | --- |
| Aurora
Nominees Limited | London | England |

1. Date on which the threshold was crossed or reached

05-Dec-2025

1. Date on which Issuer notified

08-Dec-2025

1. Total positions of person(s) subject to the notification obligation

| | % of voting rights attached to shares (total of 8.A) | % of voting rights through financial instruments (total of 8.B 1 +
8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer |
| --- | --- | --- | --- | --- |
| Resulting
situation on the date on which threshold was crossed or
reached | 14.174888 | 0.000000 | 14.174888 | 90120099 |
| Position
of previous notification (if applicable) | 13.048636 | 0.000000 | 13.048636 | |

1. Notified details of the resulting situation on the date on which 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)	% of direct voting rights (DTR5.1)
GB0006776081	90120099	14.174888
Sub Total 8.A	90120099	14.174888%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument
Sub
Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument
Sub
Total 8.B2

1. Information in relation to the person subject to the notification obligation

| 2.
Full chain of controlled undertakings through which the voting
rights and/or the financial instruments are effectively held
starting with the ultimate controlling natural person or legal
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
threshold | Total of both if it equals or is higher than the notifiable
threshold |
| --- | --- | --- | --- |
| Cevian
Capital II G.P. Limited | Cevian
Capital II Master Fund L.P. | 14.174888 | 14.174888% |

1. 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

1. Additional Information

Cevian Capital II G.P. Limited acts as general partner for Cevian Capital II Master Fund L.P. The legal owner of the shares is Aurora Nominees Limited (acting as nominee), which holds the shares on behalf of UBS AG (acting as custodian).

1. Date of Completion

08-Dec-2025

1. 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.

Date: 09
December 2025
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary