[Form 4] JOHN WILEY & SONS, INC. Insider Trading Activity

Rhea-AI Filing Summary

William J. Pesce, a director of John Wiley & Sons, Inc. (WLY), reported awards and transactions in Class A common stock and restricted stock units (RSUs). The filing shows a non-derivative entry on 09/24/2025 for 2,758 shares at a reported price of $40.11. Table II discloses RSU activity: 2,758 RSUs noted with a grant/record date of 09/24/2025 and an additional 3,275 RSUs reported on 09/25/2025 with an indicated price of $39.69, resulting in 3,275 RSUs beneficially owned following that transaction. The explanatory note states the 2,758 RSUs were awarded on September 26, 2024 under the companys 2022 Omnibus Stock and Long-Term Incentive Plan and were scheduled to vest the day before the next annual meeting (September 24, 2025). The awards are described as the annual director stock award with standard vesting and change-in-control/death/disability provisions.

Positive

• Director compensation disclosed transparently through Form 4 filings, showing compliance with Section 16 reporting requirements
• RSU awards include standard protective vesting terms (vest-on-annual-meeting, death/disability, change in control) which align with common governance practices

Negative

• None.

Insights

Securities Analyst

TL;DR: Director Pesce received routine annual RSU awards and reported related equity transactions; impact appears immaterial to company fundamentals.

The filing documents annual director compensation delivered as restricted stock units under the 2022 Omnibus Plan and related non-derivative share reporting. Total RSU activity disclosed consists of a 2,758-unit award (awarded 09/26/2024, vesting scheduled 09/24/2025) and a later reported 3,275-unit entry. Reported per-share amounts ($40.11 and $39.69) align with director award valuation mechanics rather than open-market trading. For investors, this represents routine insider compensation and governance disclosure rather than a material corporate event.

Corporate Governance Expert

TL;DR: Disclosure reflects standard director equity compensation with customary vesting and change-in-control protections.

Details explicitly state these RSUs are annual director awards under the companys omnibus LTIP and vest on customary triggers: the day before the next annual meeting, death/disability, or change in control. The filing includes required Form 4 reporting and an attorney-in-fact signature. This is a routine governance-level disclosure that demonstrates compliance with Section 16 reporting obligations.

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

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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^*

PESCE WILLIAM J

(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)
09/24/2025

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
Class A Common	09/24/2025		M		2,758	A	$40.11	88,108	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/24/2025		M			2,758	(2)	(2)	Class A Common	2,758	$0	0	D
Restricted Stock Units	(1)	09/25/2025		A		3,275		(3)	(3)	Class A Common	3,275	$39.69	3,275	D

Explanation of Responses:

1. 1-for-1

2. On September 26, 2024, the reporting person was awarded 2,758 restricted stock units that were issued pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan (the "Plan"). Pursuant to the Plan, the shares were scheduled to vest on the day before the next Annual Meeting, which was September 24, 2025.

3. Annual director stock award issued pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan. Such restricted shares will vest on the earlier of (i) the day before the next Annual Meeting, (ii) the director's death/disability, and (iii) a change in control event.

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 equity transactions did WLY director William J. Pesce report on Form 4?

The filing reports a non-derivative entry of 2,758 Class A shares (09/24/2025) and RSU activity of 2,758 RSUs (awarded 09/26/2024) plus an additional 3,275 RSUs (09/25/2025).

When do the restricted stock units (RSUs) awarded to William J. Pesce vest?

The 2,758 RSUs awarded on September 26, 2024 were scheduled to vest on the day before the next annual meeting, September 24, 2025, and awards vest earlier upon death/disability or change in control.

Under which plan were the RSUs granted to the director?

The awards were issued pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan.

Do the reported per-share amounts indicate open-market purchases?

The form lists amounts of $40.11 and $39.69 associated with entries, which in this filing reflect reported values tied to awards and RSU entries as disclosed; the document does not state an open-market purchase.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Deirdre P. Silver, Attorney-In-Fact on 09/26/2025.