STOCK TITAN

Wiley (NYSE: WLY) EVP exercises restricted stock units, with shares withheld for taxes

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

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. executive vice president Andrew Weber reported routine equity compensation activity involving restricted stock units that convert into Class A common stock on a one-for-one basis. On April 30, 2026, he exercised restricted stock units that delivered 4,627 Class A shares and had 2,603 shares withheld to cover tax obligations at a reference price of $40.93 per share, a non-market, tax-withholding disposition rather than an open-market sale.

Footnotes explain that a grant of 2,413 restricted stock units awarded on June 22, 2022 fully vested as a result of these transactions. Weber has also received additional restricted stock unit grants of 3,536 units in 2023, 4,528 units in 2024, and 8,031 units in 2025, all vesting in four equal annual installments and subject to forfeiture under their grant terms. As of this report, he owns 10,982 restricted stock units, providing continued future conversion into Class A common shares as the awards vest.

Positive

  • None.

Negative

  • None.
Insider Weber Andrew
Role EVP, Technology and Operations
Type Security Shares Price Value
Exercise Restricted Stock Units 604 $0.00 --
Exercise Restricted Stock Units 884 $0.00 --
Exercise Restricted Stock Units 1,132 $0.00 --
Exercise Restricted Stock Units 2,007 $0.00 --
Exercise Class A Common 604 $0.00 --
Exercise Class A Common 884 $0.00 --
Exercise Class A Common 1,132 $0.00 --
Exercise Class A Common 2,007 $0.00 --
Tax Withholding Class A Common 2,603 $40.93 $107K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common — 8,924 shares (Direct, null)
Footnotes (1)
  1. 1-for-1 On June 22, 2022, the reporting person was granted 2,413 restricted stock units, vesting in four equal annual installments, beginning on April 30, 2023, and are subject to forfeiture under the terms and conditions of the grant. As a result of this transaction, all restricted stock units granted on June 22, 2022 have vested. On June 23, 2023, the reporting person was granted 3,536 restricted stock units, vesting in four equal annual installments, beginning on April 30, 2024, and are subject to forfeiture under the terms and conditions of the grant. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 10,982 restricted stock units as of this report. On June 26, 2024, the reporting person was granted 4,528 restricted stock units, vesting in four equal annual installments, beginning on April 30, 2025, and are subject to forfeiture under the terms and conditions of the grant. Restricted stock units convert into Class A common stock on a one-for-one basis. On June 25, 2025, the reporting person was granted 8,031 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
Tax-withheld shares 2,603 shares at $40.93 Shares withheld to cover tax obligations on Apr. 30, 2026
RSU shares exercised 4,627 shares Class A common stock received from RSU exercises on Apr. 30, 2026
2022 RSU grant 2,413 units Granted Jun. 22, 2022; now fully vested in four annual installments
2023 RSU grant 3,536 units Granted Jun. 23, 2023; vests in four equal annual installments
2024 RSU grant 4,528 units Granted Jun. 26, 2024; vests in four equal annual installments
2025 RSU grant 8,031 units Granted Jun. 25, 2025; vests in four equal annual installments
Total RSUs owned 10,982 units Restricted stock units owned as of this report
restricted stock units financial
"the reporting person was granted 2,413 restricted stock units, vesting in four equal annual installments"
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.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
Form 4 regulatory
"INSIDER FILING DATA (Form 4):"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
subject to forfeiture financial
"and are subject to forfeiture under the terms and conditions of the grant"
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)
04/30/2026
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
Class A Common04/30/2026M604A$08,924D
Class A Common04/30/2026M884A$09,808D
Class A Common04/30/2026M1,132A$010,940D
Class A Common04/30/2026M2,007A$012,947D
Class A Common04/30/2026F2,603D$40.9310,344D
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)04/30/2026M604 (2) (2)Class A Common604$00(3)D
Restricted Stock Units(1)04/30/2026M884 (4) (4)Class A Common884$0884(5)D
Restricted Stock Units(1)04/30/2026M1,132 (6) (6)Class A Common1,132$02,264(5)D
Restricted Stock Units(7)04/30/2026M2,007 (8) (8)Class A Common2,007$06,024(5)D
Explanation of Responses:
1. 1-for-1
2. On June 22, 2022, the reporting person was granted 2,413 restricted stock units, vesting in four equal annual installments, beginning on April 30, 2023, and are subject to forfeiture under the terms and conditions of the grant.
3. As a result of this transaction, all restricted stock units granted on June 22, 2022 have vested.
4. On June 23, 2023, the reporting person was granted 3,536 restricted stock units, vesting in four equal annual installments, beginning on April 30, 2024, and are subject to forfeiture under the terms and conditions of the grant.
5. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 10,982 restricted stock units as of this report.
6. On June 26, 2024, the reporting person was granted 4,528 restricted stock units, vesting in four equal annual installments, beginning on April 30, 2025, and are subject to forfeiture under the terms and conditions of the grant.
7. Restricted stock units convert into Class A common stock on a one-for-one basis.
8. On June 25, 2025, the reporting person was granted 8,031 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
Remarks:
/s/ Deirdre P. Silver, Attorney-In-Fact05/04/2026
** 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)

FAQ

What insider transactions did WLY executive Andrew Weber report on this Form 4?

Andrew Weber reported exercising restricted stock units into 4,627 Class A shares and a tax-withholding disposition of 2,603 shares at $40.93 per share on April 30, 2026. These are compensation-related events, not open-market purchases or sales.

Was the WLY Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, coded F, where 2,603 shares were withheld at $40.93 per share to satisfy tax obligations. This is not an open-market sale and does not reflect a discretionary selling decision.

How many WLY restricted stock units from the 2022 grant have vested for Andrew Weber?

The filing states that 2,413 restricted stock units granted on June 22, 2022 have now fully vested. They vest in four equal annual installments beginning April 30, 2023, and are subject to forfeiture under the grant’s terms and conditions.

What ongoing WLY restricted stock unit grants does Andrew Weber hold?

Weber holds several ongoing restricted stock unit grants: 3,536 units from June 23, 2023, 4,528 units from June 26, 2024, and 8,031 units from June 25, 2025. Each grant vests in four equal annual installments and is subject to forfeiture provisions.

How many restricted stock units tied to WLY stock does Andrew Weber own after these transactions?

The filing notes that Andrew Weber owns 10,982 restricted stock units as of this report. These units convert into Class A common stock on a one-for-one basis as they vest, providing potential future share deliveries over the vesting schedule.

How do restricted stock units in WLY convert into Class A common shares?

According to the footnotes, restricted stock units convert into Class A common stock on a one-for-one basis. As units vest under their award terms, one RSU becomes one share of Class A common, subject to applicable tax withholding and forfeiture conditions.