Wiley (WLY) director adds 536 phantom stock units under deferred compensation plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MCDANIEL RAYMOND W reported acquisition or exercise transactions in this Form 4 filing.

JOHN WILEY & SONS, INC. director Raymond W. McDaniel received a grant of 536 Phantom Stock Units on the company's books. These units were credited at an implied value of $41.32 per unit as part of a quarterly dividend under the Deferred Compensation Plan for Directors.

Each Phantom Stock Unit is exchangeable on a 1-for-1 basis into Class A Common stock and is scheduled to settle in shares when McDaniel separates from service on the Board. After this grant, he holds a total of 62,945 Phantom Stock Units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MCDANIEL RAYMOND W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	536	$41.32	$22K

Holdings After Transaction: Phantom Stock Units — 62,945 shares (Direct, null)

Footnotes (1)

1-for-1. Represents additional Phantom Stock Units as a result of a quarterly dividend and deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors (the "Plan"). Shares settle upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock.

Key Figures

Phantom Stock Units granted: 536 units Implied unit value: $41.32 per unit Total Phantom Stock Units after grant: 62,945 units +1 more

4 metrics

Phantom Stock Units granted 536 units Grant/award on April 23, 2026

Implied unit value $41.32 per unit Grant pricing for Phantom Stock Units

Total Phantom Stock Units after grant 62,945 units Director holdings following transaction

Conversion ratio 1-for-1 Each Phantom Stock Unit into Class A Common

Key Terms

Phantom Stock Units, Deferred Compensation Plan for Directors, separation of service, Class A Common

4 terms

Phantom Stock Units financial

"Represents additional Phantom Stock Units as a result of a quarterly dividend"

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.

Deferred Compensation Plan for Directors financial

"deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors"

A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.

separation of service financial

"Shares settle upon separation of service from the Board"

Class A Common financial

"Shares settle upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock"

Form 4 Insider Transactions: What Each Field Means →

04/24/2026 - 04:11 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^*

MCDANIEL RAYMOND W

(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)
04/23/2026

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)
Phantom Stock Units	⁽¹⁾	04/23/2026		A		536		⁽²⁾	⁽²⁾	Class A Common	536	$41.32	62,945	D

Explanation of Responses:

1. 1-for-1.

2. Represents additional Phantom Stock Units as a result of a quarterly dividend and deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors (the "Plan"). Shares settle upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock.

Remarks:

	/s/ Deirdre P. Silver, Attorney-In-Fact	04/24/2026
	** 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 WLY director Raymond W. McDaniel report on this Form 4?

Raymond W. McDaniel reported receiving 536 Phantom Stock Units as a grant. The units were credited at $41.32 each under John Wiley & Sons, Inc.’s Deferred Compensation Plan for Directors, increasing his total Phantom Stock Unit balance to 62,945 units after the transaction.

What are Phantom Stock Units in the context of WLY’s director compensation?

Phantom Stock Units are book-entry units that track the value of John Wiley & Sons, Inc. Class A Common stock. For this director, each unit converts 1-for-1 into Class A Common and will settle in actual shares upon his separation from service on the company’s Board.

How many Phantom Stock Units does Raymond W. McDaniel hold after this WLY Form 4 filing?

After the reported grant, Raymond W. McDaniel holds 62,945 Phantom Stock Units. This total includes the newly credited 536 units received due to a quarterly dividend under the Deferred Compensation Plan for Directors and represents his accumulated deferred director compensation.

At what value were the new WLY Phantom Stock Units credited to the director?

The 536 newly credited Phantom Stock Units were valued at $41.32 per unit. This price is used for bookkeeping and reflects the value assigned when the quarterly dividend was deferred into Phantom Stock Units under the company’s Deferred Compensation Plan for Directors.

When will the WLY Phantom Stock Units granted to the director be settled into shares?

The Phantom Stock Units will be settled upon the director’s separation from service on the Board. At that time, each Phantom Stock Unit is scheduled to convert into one share of John Wiley & Sons, Inc. Class A Common stock, delivering the deferred compensation in equity form.