John Wiley & Sons director awarded 2,880 stock units

The deferred units settle in Class A Common stock when Hemphill separates from service on the Board.

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. director Brian O. Hemphill acquired 2,880 Phantom Stock Units on September 24, 2026, in an annual director award; the transaction lists a price of $48.61 per share. The award was deferred under the Director Deferred Compensation Plan, and 17,275 Phantom Stock Units were reported following the award. The units vest at the earliest of the day before the next Annual Meeting, death or disability, or a change in control, and settle in Class A Common stock upon separation from Board service. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Grant/Award: 2,880 shares

Grant/Award 1 txn

Insider Hemphill Brian O

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 — 17,275 contracts (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 and deferred under the Director Deferred Compensation Plan. Such shares will vest on the earliest of (i) the day before the next Annual Meeting, (ii) the director's death/disability, and (iii) a change in control event. Shares settle upon separation of service from the Board in 100% of John Wiley & Sons, Inc. Class A Common stock. Pursuant to the Deferred Compensation Plan, the reporting person will receive distribution of their deferred compensation in accordance with their distribution election in either a lump sum or in ratable installments over a period not to exceed 10 years.

Key Figures

Phantom Stock Units acquired: 2,880 Phantom Stock Units Reported transaction price: $48.61 per share Phantom Stock Units following award: 17,275 Phantom Stock Units

3 metrics

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

Reported transaction price $48.61 per share Annual director award on September 24, 2026

Phantom Stock Units following award 17,275 Phantom Stock Units Reported following the September 24, 2026 award

Key Terms

Phantom Stock Units, Director Deferred Compensation Plan, 2022 Omnibus Stock and Long-Term Incentive Plan, separation of service

4 terms

Phantom Stock Units financial

"Annual director stock award"

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.

Director Deferred Compensation Plan financial

"deferred under the Director Deferred Compensation Plan"

2022 Omnibus Stock and Long-Term Incentive Plan financial

"pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan"

separation of service technical

"upon separation of service from the Board"

FAQ

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

What did WLY director Brian O. Hemphill acquire?

Brian O. Hemphill acquired 2,880 Phantom Stock Units on September 24, 2026, in an annual director award. The transaction lists a price of $48.61 per share. The award was deferred under the Director Deferred Compensation Plan, and no Rule 10b5-1 plan is reported.

When do WLY phantom stock units vest and settle?

The units vest at the earliest of the day before the next Annual Meeting, Hemphill's death or disability, or a change in control. Upon separation from Board service, they settle in 100% John Wiley & Sons, Inc. Class A Common stock. Deferred compensation is distributed in a lump sum or ratable installments over a period not to exceed 10 years.

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

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Available on EDGAR 09/25/2026 - 03:20 PM Accepted by SEC EDGAR 09/25/2026 - 03:16 PM Learn about SEC filing dates

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^*

Hemphill Brian O

(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	17,275	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 and deferred under the Director Deferred Compensation Plan. Such shares will vest on the earliest of (i) the day before the next Annual Meeting, (ii) the director's death/disability, and (iii) a change in control event. Shares settle upon separation of service from the Board in 100% of John Wiley & Sons, Inc. Class A Common stock. Pursuant to the Deferred Compensation Plan, the reporting person will receive distribution of their deferred compensation in accordance with their distribution election in either a lump sum or in ratable installments over a period not to exceed 10 years.

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)