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
obligation
Name
|
Cevian Capital II GP Limited
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City of registered office (if applicable)
|
`St Helier
|
Country of registered office (if applicable)
|
Jersey
|
4. Details of the shareholder
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Name
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City
of registered office
|
Country
of registered office
|
|
Aurora
Nominees Limited
|
London
|
England
|
5. Date on which the threshold was crossed or reached
|
14-Jan-2026
|
6. Date on which Issuer notified
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16-Jan-2026
|
7. 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
|
15.262848
|
0.000000
|
15.262848
|
97043459
|
|
Position
of previous notification (if applicable)
|
14.174888
|
0.000000
|
14.174888
|
|
8. 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
|
|
97043459
|
|
15.262848
|
|
Sub
Total 8.A
|
97043459
|
15.262848%
|
||
8B1. Financial Instruments according to (DTR5.3.1R.(1)
(a))
|
Type of financial instrument
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Expiration date
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Exercise/conversion period
|
Number of voting rights that may be acquired if the instrument is
exercised/converted
|
% of voting rights
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
Sub
Total 8.B2
|
|
|
|
||
9. 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
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Name of controlled undertaking
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% 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
|
|
Cevian
Capital II G.P. Limited
|
Cevian
Capital II Master Fund L.P.
|
15.262848
|
|
15.262848%
|
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
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).
|
12. Date of Completion
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16-Jan-2026
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13. Place Of Completion
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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
plc
|
|
|
|
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Date: 19
January 2026
|
|
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By: /s/
NATALIE WHITE
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------------------------------------
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Natalie
White
|
|
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Deputy
Company Secretary
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