John Wiley (WLY) Director Grant Increases Beneficial Ownership to 41,142 Shares

Rhea-AI Filing Summary

John Wiley & Sons, Inc. (WLY) director Mari Jean Baker was granted 3,275 phantom stock units on 09/25/2025 as her annual director stock award under the 2022 Omnibus Stock and Long-Term Incentive Plan and deferred under the Director Deferred Compensation Plan. The phantom units convert 1-for-1 into Class A common stock and are reported at an aggregate post-transaction beneficial ownership of 41,142 shares. 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, and will settle in Class A common stock upon separation from the Board. The award price per share is shown as $39.69.

Positive

• 3,275 phantom stock units granted to align the directors interests with shareholders
• Deferral under the Director Deferred Compensation Plan preserves company cash and ties compensation to long-term equity performance
• Vesting conditions (next annual meeting, death/disability, change in control) restrict immediate monetization

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine, equity-based director award increases insider alignment with shareholders without immediate dilution.

The grant of 3,275 phantom stock units is a standard annual director compensation practice that ties a directors economic interests to long-term shareholder value. Vesting tied to the next annual meeting, death/disability, or change in control is typical and limits immediate transferability. Settlement in Class A shares on separation means the company will issue or transfer underlying shares later, which could have modest dilutive impact depending on total outstanding shares.

Compensation Analyst

TL;DR: Director deferral into phantom units preserves cash and aligns compensation with equity performance.

Deferral under the Director Deferred Compensation Plan indicates the director elected to receive equity-based pay later, which conserves company cash and aligns incentives. The reported per-share figure of $39.69 likely represents the grant valuation reference. The resulting 41,142 beneficially owned shares provide context on the directors existing stake, but the single grant size appears modest relative to typical company share counts.

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).

1. Name and Address of Reporting Person^*

Baker Mari Jean

(Last) (First) (Middle)

111 RIVER STREET

(Street)

HOBOKEN NJ 07030

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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

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

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

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)	09/25/2025		A		3,275		(2)	(2)	Class A Common	3,275	$39.69	41,142	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	09/26/2025
	** 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.

FAQ

What did Mari Jean Baker report on Form 4 for WLY?

She reported an award of 3,275 phantom stock units on 09/25/2025 deferred under the Director Deferred Compensation Plan.

How many shares does the director beneficially own after the transaction for WLY?

The Form 4 shows 41,142 shares beneficially owned following the reported transaction.

When do the phantom units vest and settle for WLY?

They vest on the earliest of the day before the next annual meeting, the directors death/disability, or a change in control and settle in Class A common stock upon separation from the Board.

What is the per-share figure reported on the Form 4 for the grant?

The Form 4 lists a price reference of $39.69 associated with the underlying Class A common stock.

Under which plan were the phantom units granted for WLY?

They were granted under the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan and deferred under the Director Deferred Compensation Plan.