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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001365341 XXXXXXXX LIVE 8 Ordinary Shares, par value GBP 0.25 04/17/2025 false 0000938323 000000000 PEARSON PLC 80 STRAND LONDON ENGLAND X0 WC2R 0RL Norma O'Sullivan 44 (0) 1534 828 513 Cevian Capital II GP Limited Whiteley Chambers, Don Street St. Helier Y9 JE2 4TR Ele Klein & Adriana Schwartz 212-756-2000 Schulte Roth & Zabel LLP 919 Third Avenue New York NY 10022 0001365341 N Cevian Capital II GP Limited b AF N Y9 85202977.00 0.00 85202977.00 0.00 85202977.00 N 12.85 IA OO Ordinary Shares, par value GBP 0.25 PEARSON PLC 80 STRAND LONDON ENGLAND X0 WC2R 0RL This Amendment No. 8 ("Amendment No. 8") 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. 8 amends and restates Items 5(a)-(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 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. 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 663,302,123 Ordinary Shares outstanding, which is the difference obtained by (x) subtracting the 2,551,724 Ordinary Shares repurchased and cancelled by the Issuer since March 31, 2025 under the Issuer's share buyback program as disclosed by the Issuer in its Transaction in Own Shares filings, from (y) the 665,853,847 Ordinary Shares reported to be outstanding as of March 31, 2025 in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on April 1, 2025. 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. 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. Cevian Capital II GP Limited /s/ Norma O'Sullivan Norma O'Sullivan, Director 04/18/2025