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Wiley (NYSE: WLY) EVP awarded performance-based Restricted Stock Units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. executive Andrew Weber, EVP of Technology and Operations, reported awards of Restricted Stock Units that were earned from earlier performance-based grants. On May 27, 2026, performance conditions on prior Performance Stock Units were approved and converted into Restricted Stock Units.

The filing shows one award of 11,927 Restricted Stock Units tied to Class A common stock and another of 6,631 Restricted Stock Units. According to the footnotes, the first set of units is scheduled to vest on June 30, 2026 and the second set on June 30, 2028. These units are subject to forfeiture until they vest and then convert into Class A common stock on a one-for-one basis.

Positive

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Negative

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Insider Weber Andrew
Role EVP, Technology and Operations
Type Security Shares Price Value
Grant/Award Restricted Stock Units 6,631 $0.00 $0.00
Grant/Award Restricted Stock Units 11,927 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 18,558 shares (Direct)
Footnotes (3)
  1. F1. 1-for-1
  2. F2. 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.
  3. F3. 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.
RSU grant 1 11,927 Restricted Stock Units Award tied to Class A common; vesting June 30, 2026
RSU grant 2 6,631 Restricted Stock Units Award tied to Class A common; vesting June 30, 2028
Post-transaction RSU holdings 1 11,927 units Total Restricted Stock Units following first transaction
Post-transaction RSU holdings 2 6,631 units Total Restricted Stock Units following second transaction
Conversion ratio 1-for-1 Each Restricted Stock Unit converts into one Class A common share
Transaction date May 27, 2026 Date performance conditions approved and PSUs converted to RSUs
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
"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"
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.
Class A common stock financial
"Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
financial targets financial
"PSUs could be earned based on the achievement of certain financial targets. The performance conditions were approved on May 27, 2026"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did Andrew Weber report for WLY on this Form 4?
Andrew Weber reported receiving Restricted Stock Units as compensation, not open-market trades. The awards reflect previously granted Performance Stock Units that became earned when financial targets were approved on May 27, 2026 and converted into Restricted Stock Units tied to Class A common stock.

How many Restricted Stock Units did Andrew Weber acquire in the WLY filing?
He acquired two sets of Restricted Stock Units: 11,927 units and 6,631 units. Both are linked to Class A common stock and were granted at no cash cost, reflecting performance-based compensation rather than stock purchased in the open market.

When do Andrew Weber’s reported WLY Restricted Stock Units vest?
The 11,927 Restricted Stock Units are scheduled to vest on June 30, 2026. The 6,631 Restricted Stock Units are scheduled to vest on June 30, 2028. Both remain subject to forfeiture until vesting occurs under the terms described in the filing footnotes.

What is the relationship between Performance Stock Units and Restricted Stock Units in WLY’s filing?
The filing explains that prior Performance Stock Units could be earned based on financial targets. Once performance conditions were approved on May 27, 2026, these Performance Stock Units converted into Restricted Stock Units that will vest on specific future dates and then settle in Class A common stock.

Do the reported Restricted Stock Units for WLY convert into common stock?
Yes. The Restricted Stock Units convert into Class A common stock on a one-for-one basis after vesting. Until they vest, the units are subject to forfeiture, meaning the executive must satisfy the vesting conditions to receive the underlying shares.

Was there any open-market buying or selling of WLY shares in this Form 4?
No. The transactions are coded as awards (code A) of derivative securities. They represent Performance Stock Units converting into Restricted Stock Units as compensation, with no indication of open-market purchases or sales of Class A common stock in this filing.
SEC Form 4
FORM 4UNITED 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*
Weber Andrew
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Technology and Operations
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/27/2026A6,631 (2) (2)Class A Common6,631$06,631D
Restricted Stock Units(1)05/27/2026A11,927 (3) (3)Class A Common11,927$011,927D
Explanation of Responses:
1. 1-for-1
2. 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.
3. 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.
Remarks:
/s/ Deirdre P. Silver, Attorney-In-Fact05/28/2026
** Signature of Reporting PersonDate
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