Pearson PLC — Major Shareholding Notification 2025

Oct 20, 2025

6-K 1 a0292e.htm HOLDING(S) IN COMPANY Document created using Blueprint(R) - powered by Issuer Services - www.issuerservices.net Copyright 2025 Issuer Services a0292e

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 October 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

Ameriprise Financial, Inc.

City of registered office (if applicable)

Minneapolis

Country of registered office (if applicable)

United States

1. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above

City of registered office (if applicable)

Country of registered office (if applicable)

1. Date on which the threshold was crossed or reached

16-Oct-2025

1. Date on which Issuer notified

17-Oct-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 | 4.993000 | 0.004000 | 4.997000 | 31998509 |
| Position of
previous notification (if applicable) | 5.114000 | 0.000000 | 5.114000 | |

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) | Number
of indirect voting rights (DTR5.2.1) | %
of direct voting rights (DTR5.1) | %
of indirect voting rights (DTR5.2.1) |
| --- | --- | --- | --- | --- |
| GB0006776081 | 220054 | 31725199 | 0.034000 | 4.955000 |
| US7050151056 | 0 | 24610 | 0.000000 | 0.004000 |
| Sub
Total 8.A | 31969863 | | 4.993000% | |

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 | Expiration
date | Exercise/conversion
period | Physical
or cash settlement | Number
of voting rights | %
of voting rights |
| --- | --- | --- | --- | --- | --- |
| Equity
Swap | N/A | N/A | Cash | 28646 | 0.004000 |
| Sub
Total 8.B2 | | | | 28646 | 0.004000% |

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 | %
of voting rights through financial instruments if it equals or is
higher than the notifiable threshold | Total
of both if it equals or is higher than the notifiable
threshold |
| --- | --- | --- | --- | --- |
| Ameriprise
Financial, Inc. (Chain One) | | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | TAM UK
International Holdings Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Threadneedle
Holdings Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | TAM UK
Holdings Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Threadneedle Asset
Management Holdings Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | TC
Financing Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Threadneedle Asset
Management Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. (Chain Two) | | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Investments UK International Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle (Europe) Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle AM (Holdings) Plc | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Group (Holdings) Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Group (Management) Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Holdings Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Management Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. (Chain Three) | | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Investments UK International Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle (Europe) Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle AM (Holdings) Plc | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Investment Business Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. (Chain Four) | | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia Management
Investment Advisers, LLC | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. (Chain Five) | | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Investments UK International Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle (Europe) Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle AM (Holdings) Plc | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Group (Holdings) Limited | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Columbia
Threadneedle Netherlands B.V. | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. (Chain Six) | | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | AMPF
Holding, LLC | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Ameriprise
Financial Services, LLC | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. (Chain Seven) | | 0.000000 | 0.000000 | 0.000000% |
| Ameriprise
Financial, Inc. | Ameriprise Bank,
FSB. | 0.000000 | 0.000000 | 0.000000% |

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

| Threadneedle Asset Management Limited is wholly owned by TC
Financing Limited, which is itself wholly owned by Threadneedle
Asset Management Holdings Limited, which is itself wholly owned by
TAM UK Holdings Limited, which is itself wholly owned by
Threadneedle Holdings Limited, which is itself wholly owned by TAM
UK International Holdings Limited, which is itself wholly owned by
Ameriprise Financial, Inc. |
| --- |
| Columbia Threadneedle Management Limited is wholly owned by
Columbia Threadneedle Holdings Limited, which is wholly owned by
Columbia Threadneedle Group (Management) Limited, which is wholly
owned by Columbia Threadneedle Group (Holdings) Limited, which is
wholly owned by Columbia Threadneedle AM (Holdings) Plc, which is
wholly owned by Columbia Threadneedle (Europe) Limited, which is
wholly owned by Columbia Threadneedle Investments UK International
Limited, which is wholly owned by Ameriprise Financial,
Inc. |
| Columbia Threadneedle Netherlands B.V. is wholly owned by Columbia
Threadneedle Group (Holdings) Limited, which is wholly owned by
Columbia Threadneedle AM (Holdings) Plc, which is wholly owned by
Columbia Threadneedle (Europe) Limited, which is wholly owned by
Columbia Threadneedle Investments UK International Limited, which
is wholly owned by Ameriprise Financial, Inc. |
| Columbia Management Investment Advisers, LLC is wholly owned by
Ameriprise Financial, Inc. |
| Columbia Threadneedle Investment Business Limited is wholly owned
by Columbia Threadneedle AM (Holdings) Plc, which is wholly owned
by Columbia Threadneedle (Europe) Limited, which is wholly owned by
Columbia Threadneedle Investments UK International Limited, which
is wholly owned by Ameriprise Financial, Inc. |
| Ameriprise Bank, FSB is wholly owned by Ameriprise Financial,
Inc. |
| Ameriprise Financial Services, LLC is wholly owned by AMPF Holding,
LLC which is itself wholly owned by Ameriprise Financial,
Inc. |

1. Date of Completion

17-Oct-2025

1. Place Of Completion

Swindon, UK

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: 20
October 2025
By: /s/
NATALIE WHITE
------------------------------------
Natalie
White
Deputy
Company Secretary