John Wiley director receives 2,880 phantom stock units

A director's award vests at the earliest of the day before the next annual meeting, death or disability, or a change in control event.

Available on EDGAR 09/25/2026 - 03:24 PM EDT Accepted by SEC EDGAR 09/25/2026 - 03:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. director Raymond W. McDaniel acquired 2,880 Phantom Stock Units on September 24, 2026, as an annual director stock award under the company’s 2022 Omnibus Stock and Long-Term Incentive Plan. The reported price was $48.61 per unit; he held 66,287 Phantom Stock Units directly after the award. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Grant/Award: 2,880 shares

Grant/Award 1 txn

Insider MCDANIEL RAYMOND W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F1, F2	2,880	$48.61	$140K

Holdings After Transaction: Phantom Stock Units — 66,287 units (Direct)

Footnotes (2)

1. F1. 1-for-1.
2. F2. Annual director stock award issued pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan. Such shares will vest on the earliest of (i) the day before the next Annual Meeting, (ii) the director's death/disability, or (iii) a change in control event. Shares settled upon retirement from the Board in 100% of John Wiley & Sons, Inc. Class A Common stock.

Key Figures

Phantom Stock Units acquired: 2,880 units Reported price per unit: $48.61 per unit Phantom Stock Units held directly after award: 66,287 units +1 more

4 metrics

Phantom Stock Units acquired 2,880 units Annual director stock award on September 24, 2026

Reported price per unit $48.61 per unit Phantom Stock Unit award on September 24, 2026

Phantom Stock Units held directly after award 66,287 units Raymond W. McDaniel's reported direct holdings

Underlying share ratio 1-for-1 Phantom Stock Units and Class A Common stock

Key Terms

Phantom Stock Units, 2022 Omnibus Stock and Long-Term Incentive Plan, vest, change in control event

4 terms

Phantom Stock Units financial

"acquired 2,880 Phantom Stock Units"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

2022 Omnibus Stock and Long-Term Incentive Plan financial

"2022 Omnibus Stock and Long-Term Incentive Plan"

vest financial

"will vest on the earliest of"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

change in control event financial

"a change in control event"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Phantom Stock Units did a WLY director acquire?

Director Raymond W. McDaniel acquired 2,880 Phantom Stock Units on September 24, 2026, as an annual director stock award under the 2022 Omnibus Stock and Long-Term Incentive Plan. The reported price was $48.61 per unit.

When does the WLY director's phantom stock award vest and how is it settled?

The units vest on the earliest of the day before the next Annual Meeting, the director's death or disability, or a change in control event. Upon retirement from the Board, the shares are settled in 100% of John Wiley & Sons, Inc. Class A Common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCDANIEL RAYMOND W

(Last) (First) (Middle)

111 RIVER STREET

(Street)

HOBOKEN NEW JERSEY 07030

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
JOHN WILEY & SONS, INC. [ WLY, WLYB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	09/24/2026		A		2,880		(2)	(2)	Class A Common	2,880	$48.61	66,287	D

Explanation of Responses:

1. 1-for-1.

2. Annual director stock award issued pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan. Such shares will vest on the earliest of (i) the day before the next Annual Meeting, (ii) the director's death/disability, or (iii) a change in control event. Shares settled upon retirement from the Board in 100% of John Wiley & Sons, Inc. Class A Common stock.

Remarks:

	/s/ Deirdre P. Silver, Attorney-In-Fact	09/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)