Wiley CEO exercises RSUs, withholds shares for taxes

JOHN WILEY & SONS, INC.

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Form Type

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. President and CEO Matthew Kissner reported compensation-related equity transactions in Class A Common stock. On April 30, 2026, he exercised restricted stock units that delivered a total of 21,180 Class A Common shares, recorded as derivative exercises.

On the same date, 10,814 shares were surrendered to cover withholding tax liabilities upon RSU vesting, a non-market disposition at an indicated price of $40.93 per share. Footnotes state that he was granted 20,028, 27,192, and 37,503 restricted stock units in prior years and that he holds 46,731 restricted stock units as of this report.

Insider Trade Summary

21,180 shares exercised/converted

Exercise 7 txns

Insider Kissner Matthew

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,007	$0.00	$0.00
Exercise	Restricted Stock Units	6,798	$0.00	$0.00
Exercise	Restricted Stock Units	9,375	$0.00	$0.00
Exercise	Class A Common	5,007	$0.00	$0.00
Exercise	Class A Common	6,798	$0.00	$0.00
Exercise	Class A Common	9,375	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common	10,814	$40.93	$443K

Holdings After Transaction: Restricted Stock Units — 46,731 contracts (Direct); Class A Common — 27,748 shares (Direct)

Footnotes (6)

F1. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.
F2. 1-for-1
F3. On October 10, 2023, the reporting person was granted 20,028 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
F4. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 46,731 restricted stock units as of this report.
F5. On July 15, 2024, the reporting person was granted 27,192 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
F6. On June 25, 2025, the reporting person was granted 37,503 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

Key Figures

Shares surrendered for tax withholding: 10,814 shares at $40.93 Shares from derivative exercises: 21,180 shares RSUs held as of report: 46,731 restricted stock units +3 more

6 metrics

Shares surrendered for tax withholding 10,814 shares at $40.93 Class A Common surrendered to cover RSU tax liability on April 30, 2026

Shares from derivative exercises 21,180 shares Total Class A Common delivered from RSU exercises (exerciseShares field)

RSUs held as of report 46,731 restricted stock units Total RSUs owned by reporting person as stated in footnote

RSU grant October 10, 2023 20,028 restricted stock units Grant vesting in four equal annual installments beginning April 30 after grant

RSU grant July 15, 2024 27,192 restricted stock units Grant vesting in four equal annual installments beginning April 30 after grant

RSU grant June 25, 2025 37,503 restricted stock units Grant vesting in four equal annual installments beginning April 30 after grant

Key Terms

Restricted Stock Units, tax-withholding disposition, 1-for-1, vesting in four equal annual installments

4 terms

Restricted Stock Units financial

"On October 10, 2023, the reporting person was granted 20,028 restricted stock units, vesting in four equal annual installments"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

1-for-1 financial

"1-for-1"

vesting in four equal annual installments financial

"vesting in four equal annual installments, beginning on April 30th of each year after grant."

FAQ

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

What insider transactions did WLY President and CEO Matthew Kissner report?

Matthew Kissner reported derivative exercises and a tax-withholding disposition on April 30, 2026. He exercised restricted stock units into 21,180 Class A Common shares and surrendered 10,814 shares to cover withholding taxes, according to the Form 4 filing for JOHN WILEY & SONS, INC. (WLY).

Was the WLY CEO’s Form 4 transaction an open-market stock sale?

The Form 4 for WLY shows no open-market sale. Instead, 10,814 shares of Class A Common were surrendered to pay withholding tax upon RSU vesting, classified as a tax-withholding disposition rather than a discretionary sale into the market.

How many WLY Class A Common shares came from RSU exercises?

According to the Form 4 data, derivative exercises converted restricted stock units into 21,180 shares of WLY Class A Common on April 30, 2026. These transactions are coded as exercises or conversions, not as open-market purchases or sales.

How many restricted stock units does the WLY CEO hold after these transactions?

A footnote in the WLY Form 4 states Matthew Kissner owns 46,731 restricted stock units as of this report. That total reflects securities related to multiple RSU grants and is separate from the Class A Common shares received or surrendered on April 30, 2026.

What RSU grants to the WLY CEO are referenced in the Form 4 footnotes?

Footnotes describe three RSU grants to the WLY CEO: 20,028 units granted October 10, 2023; 27,192 units granted July 15, 2024; and 37,503 units granted June 25, 2025. Each grant vests in four equal annual installments beginning April 30 after the grant date.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/04/2026 - 10:22 AM EDT

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^*

Kissner Matthew

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common	04/30/2026		M		5,007	A	$0	22,389	D
Class A Common	04/30/2026		M		6,798	A	$0	29,187	D
Class A Common	04/30/2026		M		9,375	A	$0	38,562	D
Class A Common	04/30/2026		F		10,814⁽¹⁾	D	$40.93	27,748	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	04/30/2026		M			5,007	⁽³⁾	⁽³⁾	Class A Common	5,007	$0	5,007⁽⁴⁾	D
Restricted Stock Units	⁽²⁾	04/30/2026		M			6,798	⁽⁵⁾	⁽⁵⁾	Class A Common	6,798	$0	13,596⁽⁴⁾	D
Restricted Stock Units	⁽²⁾	04/30/2026		M			9,375	⁽⁶⁾	⁽⁶⁾	Class A Common	9,375	$0	28,128⁽⁴⁾	D

Explanation of Responses:

1. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.

2. 1-for-1

3. On October 10, 2023, the reporting person was granted 20,028 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

4. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 46,731 restricted stock units as of this report.

5. On July 15, 2024, the reporting person was granted 27,192 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

6. On June 25, 2025, the reporting person was granted 37,503 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

Remarks:

	/s/ Deirdre P. Silver, Attorney-In-Fact	05/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR