Wiley CFO exercises RSUs, surrenders shares for tax

JOHN WILEY & SONS, INC.

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. EVP and Chief Financial Officer Craig Morrow Albright reported equity compensation-related transactions in Class A Common stock and restricted stock units. He exercised 2,714 restricted stock units into the same number of Class A Common shares, on a 1-for-1 basis.

On the same date, 1,241 Class A Common shares were surrendered to cover withholding tax liability due upon vesting of restricted stock units, leaving 1,473 Class A Common shares held directly after this tax-withholding disposition. Following the derivative transaction, he held 8,142 restricted stock units.

Footnotes state that on June 26, 2025, he was granted 10,856 restricted stock units, vesting in four equal annual installments beginning on April 30 of each year after grant, and that these units are subject to forfeiture under the grant’s terms.

Insider Trade Summary

2,714 shares exercised/converted

Exercise 3 txns

Insider Albright Craig Morrow

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,714	$0.00	$0.00
Exercise	Class A Common	2,714	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common	1,241	$40.93	$51K

Holdings After Transaction: Restricted Stock Units — 8,142 contracts (Direct); Class A Common — 1,473 shares (Direct)

Footnotes (3)

1. F1. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.
2. F2. 1-for-1
3. F3. On June 26, 2025, the reporting person was granted 10,856 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.

Key Figures

RSUs exercised: 2,714 shares Shares surrendered for tax: 1,241 shares Tax value per share: $40.93 per share +3 more

6 metrics

RSUs exercised 2,714 shares Restricted stock units converted 1-for-1 into Class A Common

Shares surrendered for tax 1,241 shares Surrendered to cover withholding tax on RSU vesting

Tax value per share $40.93 per share Value of Class A Common shares surrendered for withholding tax

Common shares after transaction 1,473 shares Direct Class A Common holdings following tax-withholding disposition

RSUs remaining 8,142 units Restricted stock units held after derivative transaction

RSUs originally granted 10,856 units Grant dated June 26, 2025, vesting in four equal annual installments

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security, 1-for-1

4 terms

Restricted Stock Units financial

"The 1,241 shares were surrendered to cover withholding tax liability due upon vesting of restricted stock units."

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 code F describes a tax-withholding disposition to satisfy withholding tax liability."

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 security financial

"Transaction code M is described as the exercise or conversion of a derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

1-for-1 financial

"Footnote indicates a 1-for-1 conversion ratio between restricted stock units and Class A Common shares."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did WLY executive Craig Morrow Albright report?

Craig Morrow Albright reported exercising 2,714 restricted stock units into Class A Common shares and surrendering 1,241 shares to cover withholding tax. After these transactions, he directly held 1,473 Class A Common shares and 8,142 restricted stock units.

Was the WLY Form 4 transaction an open-market sale or purchase?

The Form 4 shows no open-market buy or sell. It reports an exercise of 2,714 restricted stock units and a related tax-withholding disposition of 1,241 shares surrendered to satisfy withholding tax due upon vesting of restricted stock units.

How many John Wiley & Sons (WLY) shares does the CFO hold after the filing?

After the reported transactions, the EVP, Chief Financial Officer directly held 1,473 Class A Common shares. He also held 8,142 restricted stock units, which represent future rights to receive additional Class A Common shares if vesting conditions are satisfied.

What is the size and vesting schedule of the WLY CFO’s RSU grant?

On June 26, 2025, the reporting person was granted 10,856 restricted stock units. These units vest in four equal annual installments, beginning on April 30 of each year after the grant date, and are subject to forfeiture under the grant terms.

At what price were WLY shares surrendered for tax withholding on the RSU vesting?

The 1,241 Class A Common shares surrendered to cover withholding tax were valued at $40.93 per share. This tax-withholding disposition covered the liability arising upon vesting of restricted stock units, as described in the filing’s footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 10:39 AM EDT Learn about SEC filing dates

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^*

Albright Craig Morrow

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common	04/30/2026		M		2,714	A	$0	2,714	D
Class A Common	04/30/2026		F		1,241(1)	D	$40.93	1,473	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	(2)	04/30/2026		M			2,714	(3)	(3)	Class A Common	2,714	$0	8,142	D

Explanation of Responses:

1. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.

2. 1-for-1

3. On June 26, 2025, the reporting person was granted 10,856 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-Fact	05/04/2026
	** 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)