Wiley (NYSE: WLY) SVP Caridi receives performance-based RSU grants

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. senior vice president and chief accounting officer Christopher Caridi reported two equity compensation awards tied to prior performance grants. On May 27, 2026, 4,319 Performance Stock Units granted on June 25, 2025 and 3,298 Performance Stock Units granted on November 2, 2023 had their performance conditions approved and were converted into Restricted Stock Units.

The 4,319 Restricted Stock Units are scheduled to vest on June 30, 2028, and the 3,298 Restricted Stock Units are scheduled to vest on June 30, 2026. These awards are subject to forfeiture until they vest and will convert into Class A common stock on a one-for-one basis, reflecting routine, non-cash compensation rather than open-market trading.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Caridi Christopher

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	3,298	$0.00	--
Grant/Award	Restricted Stock Units	4,319	$0.00	--

Holdings After Transaction: Restricted Stock Units — 3,298 shares (Direct, null)

Footnotes (1)

1-for-1 On June 25, 2025, the Reporting Person received a grant of Performance Stock Units ("PSUs"). Under the grant, the PSUs could be earned based on the achievement of certain financial targets. The performance conditions were approved on May 27, 2026 and converted into Restricted Stock Units scheduled to vest on June 30, 2028. Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis. On November 2, 2023, the Reporting Person received a grant of Performance Stock Units ("PSUs"). Under the grant, the PSUs could be earned based on the achievement of certain financial targets. The performance conditions were approved on May 27, 2026 and converted into Restricted Stock Units scheduled to vest on June 30, 2026. Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis.

Key Figures

RSUs from 2025 PSU grant: 4,319 units RSUs from 2023 PSU grant: 3,298 units Conversion ratio: 1-for-1 +1 more

4 metrics

RSUs from 2025 PSU grant 4,319 units Converted to Restricted Stock Units; scheduled to vest June 30, 2028

RSUs from 2023 PSU grant 3,298 units Converted to Restricted Stock Units; scheduled to vest June 30, 2026

Conversion ratio 1-for-1 Each Restricted Stock Unit converts into one share of Class A common

Total RSU derivative entries 2 transactions Both coded as A (grant, award, or other acquisition) on May 27, 2026

Key Terms

Performance Stock Units, Restricted Stock Units, one-for-one basis

3 terms

Performance Stock Units financial

"the Reporting Person received a grant of Performance Stock Units ("PSUs"). Under the grant, the PSUs could be earned based on the achievement of certain financial targets."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Restricted Stock Units financial

"The performance conditions were approved on May 27, 2026 and converted into Restricted Stock Units scheduled to vest on June 30, 2028."

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.

one-for-one basis financial

"Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis."

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 09:21 PM

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^*

Caridi Christopher

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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)

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	⁽¹⁾	05/27/2026		A		3,298		⁽²⁾	⁽²⁾	Class A Common	3,298	$0	3,298	D
Restricted Stock Units	⁽¹⁾	05/27/2026		A		4,319		⁽³⁾	⁽³⁾	Class A Common	4,319	$0	4,319	D

Explanation of Responses:

1. 1-for-1

2. On June 25, 2025, the Reporting Person received a grant of Performance Stock Units ("PSUs"). Under the grant, the PSUs could be earned based on the achievement of certain financial targets. The performance conditions were approved on May 27, 2026 and converted into Restricted Stock Units scheduled to vest on June 30, 2028. Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis.

3. On November 2, 2023, the Reporting Person received a grant of Performance Stock Units ("PSUs"). Under the grant, the PSUs could be earned based on the achievement of certain financial targets. The performance conditions were approved on May 27, 2026 and converted into Restricted Stock Units scheduled to vest on June 30, 2026. Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis.

Remarks:

	/s/ Deirdre P. Silver, Attorney-In-Fact	05/28/2026
	** 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

FAQ

What insider transaction did JOHN WILEY & SONS (WLY) report for Christopher Caridi?

Christopher Caridi reported the acquisition of two Restricted Stock Unit awards. They resulted from previously granted Performance Stock Units whose performance conditions were approved on May 27, 2026 and then converted into time-vesting units as part of his equity compensation.

How many Restricted Stock Units did Christopher Caridi receive at JOHN WILEY & SONS (WLY)?

He received 4,319 Restricted Stock Units from a June 25, 2025 grant and 3,298 Restricted Stock Units from a November 2, 2023 grant. Both originated as Performance Stock Units that became time-based RSUs after performance targets were approved.

When do Christopher Caridi’s new Restricted Stock Units at JOHN WILEY & SONS (WLY) vest?

One RSU award of 4,319 units is scheduled to vest on June 30, 2028. A second award of 3,298 units is scheduled to vest on June 30, 2026. Both remain subject to forfeiture until the respective vesting dates.

Do Christopher Caridi’s Restricted Stock Units at JOHN WILEY & SONS (WLY) convert into common stock?

Yes. The Restricted Stock Units convert into Class A common stock on a one-for-one basis. This means each vested unit becomes one share, providing equity-based compensation without any open-market share purchase or sale in this filing.

Were Christopher Caridi’s JOHN WILEY & SONS (WLY) equity awards tied to performance goals?

Yes. Both awards began as Performance Stock Units subject to financial targets. After the performance conditions were approved on May 27, 2026, they converted into Restricted Stock Units with fixed vesting dates and continued forfeiture risk until vesting.