Pearson plc

Issuer

PEARSON PLC

Security title

Ordinary Shares, par value GBP 0.25

Principal address

Comment

This Amendment No. 14 ("Amendment No. 14") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 11, 2020 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"), with respect to the ordinary shares, par value GBP 0.25 (the "Ordinary Shares"), of Pearson plc, a public limited company incorporated under the laws of England and Wales (the "Issuer"). This Amendment No. 14 amends and supplements Items 4 and 6, amends and restates Items 5(a)-(c) and amends and restates Item 7, in each case as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 14 have the meanings set forth in the Schedule 13D. The Ordinary Shares have no CUSIP number. The ISIN number for the Ordinary Shares is GB0006776081.

Purpose of transaction

On September 22, 2026, the Reporting Person entered into a relationship agreement (the "Relationship Agreement") with the Issuer pursuant to which the Issuer agreed, subject to the terms and conditions of the Relationship Agreement, to appoint Alexander Svensson (the "Shareholder Director") to serve as a non-executive director of the Issuer's board of directors (the "Board") and as a member of the Nomination & Governance Committee of the Board with effect from October 1, 2026, and to recommend the re-election of the Shareholder Director at each annual general meeting of the Issuer during the term of the Relationship Agreement. In addition, the Reporting Person has customary replacement rights with respect to the Shareholder Director. The Relationship Agreement also provides for customary standstill, voting and confidentiality provisions during the term of the Relationship Agreement. The foregoing summary of the Relationship Agreement is not complete and is qualified in its entirety by the full text of the form of Relationship Agreement, which is included as Exhibit 99.1 hereto and incorporated herein by reference.

Number of shares

See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition.

Transactions

No transactions in the Ordinary Shares by the Reporting Person for the benefit of the Master Fund were made during the past sixty (60) days.

Percentage of class

See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentage of the Ordinary Shares beneficially owned by the Reporting Person. The percentage used in this Schedule 13D is calculated based upon an aggregate of 601,719,893 Ordinary Shares outstanding as of August 31, 2026, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on September 1, 2026.

Contracts and arrangements

The Reporting Person's response to Item 4 is incorporated by reference into this Item 6.

Filed exhibits

Exhibit 99.1 Relationship Agreement, dated September 22, 2026, between Pearson plc and Cevian Capital II GP Limited