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
|
2. Reason for Notification
|
An acquisition or disposal of voting rights
|
3. 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
|
4. 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)
|
|
5. Date on which the threshold was crossed or reached
|
16-Oct-2025
|
6. Date on which Issuer notified
|
17-Oct-2025
|
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
|
4.993000
|
0.004000
|
4.997000
|
31998509
|
|
Position of
previous notification (if applicable)
|
5.114000
|
0.000000
|
5.114000
|
|
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
|
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
|
Expiration
date
|
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
|
|
Equity
Swap
|
N/A
|
N/A
|
Cash
|
28646
|
0.004000
|
|
Sub
Total 8.B2
|
|
28646
|
0.004000%
|
||
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
|
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%
|
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
|
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.
|
12. Date of Completion
|
17-Oct-2025
|
13. 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.
|
|
PEARSON
plc
|
|
|
|
|
Date: 20
October 2025
|
|
|
|
By: /s/
NATALIE WHITE
|
|
|
|
|
|
------------------------------------
|
|
|
Natalie
White
|
|
|
Deputy
Company Secretary
|