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

Rhea-AI Filing Summary

John Wiley & Sons director Raymond W. McDaniel received an annual director award of 3,275 phantom stock units on 09/25/2025, recorded as an acquisition on Form 4. The units equate 1-for-1 to Class A common shares and are reflected at an underlying price of $39.69 per share, increasing his beneficial ownership by 3,275 Class A shares to a total of 61,116 shares held directly. The units were granted under the company’s 2022 Omnibus Stock and Long-Term Incentive Plan and deferred under the Director Deferred Compensation Plan.

The phantom units vest the earlier of the day before the next annual meeting, the director’s death or disability, or a change in control, and settle upon separation of service in Class A common stock. Distributions of deferred compensation will follow the reporting person’s election: lump sum or ratable installments up to 10 years.

Positive

• 3,275 phantom stock units awarded, aligning the director's interests with shareholders through equity-based compensation
• Units convert 1-for-1 to Class A common stock, providing direct share settlement upon separation of service
• Deferred compensation feature allows distribution flexibility (lump sum or installments up to 10 years) reducing immediate cash impact

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received routine annual deferred equity award; terms are standard and align compensation with shareholder equity.

This Form 4 documents a non-cash, deferred director award of 3,275 phantom stock units that convert 1-for-1 into Class A shares and are subject to customary vesting triggers tied to tenure and change in control. The award mechanism and deferred distribution options are typical for publicly traded companies seeking to align board incentives with long-term shareholder value while managing immediate dilution and cash flow. The filing shows no disposals, no exercises, and no unusual acceleration beyond standard change-in-control language.

Compensation Analyst

TL;DR: Award increases director holdings modestly; structure provides retention and tax-deferral benefits.

The grant of 3,275 phantom units at an implied unit value of $39.69 is a modest, routine director grant that increases direct beneficial ownership to 61,116 Class A shares. Using phantom units deferred under the Director Deferred Compensation Plan preserves current cash for the company and gives the director flexibility on payout timing. From a compensation design perspective, this is a standard retention and alignment tool rather than a material corporate event.

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^*

MCDANIEL RAYMOND W

(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	61,116	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 transaction did Raymond W. McDaniel report on Form 4 for WLY?

The director reported the acquisition of 3,275 phantom stock units on 09/25/2025 under the company’s 2022 Omnibus Stock and Long-Term Incentive Plan.

How do the phantom stock units convert to Wiley (WLY) shares?

The units convert 1-for-1 into John Wiley & Sons Class A common stock and will settle in Class A shares upon separation of service.

What is the reported value per underlying share for the award?

The filing lists an underlying price of $39.69 per share for the phantom units.

When do the phantom units vest or become payable?

They vest on the earliest of (i) the day before the next annual meeting, (ii) the director’s death/disability, or (iii) a change in control; distributions follow the director’s election.

How many Class A shares does McDaniel beneficially own after the grant?

Following the reported transaction, he beneficially owns 61,116 Class A shares directly.