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

Wiley (NYSE: WLY) CEO equity awards vest with 39,092 shares delivered, 19,957 withheld

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

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. President and CEO Matthew Kissner reported routine equity compensation activity. Previously granted Performance Stock Units had their performance conditions approved and were converted into Restricted Stock Units that vested on June 30, 2026, resulting in the delivery of 39,092 shares of Class A common stock. Of these, 19,957 shares were surrendered at $48.51 per share to cover withholding tax obligations, a non-market, tax-withholding disposition rather than an open-market sale. After these transactions, Kissner directly holds 46,883 shares of Class A common stock and a total of 142,691 restricted stock units across grants as of this report.

Positive

  • None.

Negative

  • None.
Insider Kissner Matthew
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 39,092 $0.00 --
Exercise Class A Common 39,092 $0.00 --
Tax Withholding Class A Common 19,957 $48.51 $968K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common — 66,840 shares (Direct, null)
Footnotes (1)
  1. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units. 1-for-1 On November 2, 2023, the Reporting Person received a grant of Performance Stock Units ("PSUs"). Under the grant, the PSUs could be earned based on the achievement of certain financial targets. The performance conditions were approved on May 27, 2026 and converted into Restricted Stock Units scheduled to vest on June 30, 2026. Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis. As a result of this transaction, all restricted stock units granted on May 27, 2026 have vested. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 142,691 restricted stock units as of this report.
Shares from RSU vesting 39,092 shares Class A common from vested restricted stock units on June 30, 2026
Shares surrendered for taxes 19,957 shares Surrendered at $48.51 per share to cover withholding tax liability
Price for tax withholding $48.51 per share Value used for shares surrendered to satisfy tax obligations
Shares held after transaction 46,883 shares Direct holdings of Class A common stock following reported transactions
Restricted stock units held 142,691 RSUs Total restricted stock units owned as of this report
Restricted Stock Units financial
"Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis."
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.
Performance Stock Units financial
"On November 2, 2023, the Reporting Person received a grant of Performance Stock Units ("PSUs")."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
withholding tax liability financial
"Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units."
derivative security financial
"transaction_code_description: Exercise or conversion of 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.
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Form 4 Insider Transactions: What Each Field Means →
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*
Kissner Matthew
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		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 Common06/30/2026M39,092A$066,840D
Class A Common06/30/2026F19,957(1)D$48.5146,883D
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(2)06/30/2026M39,092 (3) (3)Class A Common39,092$00(4)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 November 2, 2023, the Reporting Person received a grant of Performance Stock Units ("PSUs"). Under the grant, the PSUs could be earned based on the achievement of certain financial targets. The performance conditions were approved on May 27, 2026 and converted into Restricted Stock Units scheduled to vest on June 30, 2026. Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis.
4. As a result of this transaction, all restricted stock units granted on May 27, 2026 have vested. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 142,691 restricted stock units as of this report.
Remarks:
/s/ Deirdre P. Silver, Attorney-In-Fact07/01/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did WLY President and CEO Matthew Kissner report?

Matthew Kissner reported vesting of equity awards that delivered 39,092 Class A shares, plus a related tax-withholding share surrender. These actions stem from previously granted Performance Stock Units converted into Restricted Stock Units that vested on June 30, 2026 and are compensation-related, not open-market trading.

How many WLY shares were surrendered for taxes in this Form 4 filing?

The filing shows 19,957 Class A shares surrendered to cover withholding tax liability at $48.51 per share. This disposition is a tax payment mechanism tied to vesting of restricted stock units, not a discretionary open-market sale of shares into the market.

How many WLY shares did Matthew Kissner receive from vesting awards?

Upon vesting of restricted stock units, Matthew Kissner received 39,092 shares of WLY Class A common stock. These shares came from Performance Stock Units whose performance conditions were approved and converted into Restricted Stock Units that vested on June 30, 2026, per the footnote description.

What are Matthew Kissner’s WLY share holdings after the reported transactions?

After the reported equity transactions, Matthew Kissner directly holds 46,883 shares of WLY Class A common stock. In addition, he owns 142,691 restricted stock units as of this report, reflecting unvested or other RSU awards that may convert into future Class A common shares.

Were the transactions in this WLY Form 4 open-market buys or sells?

No open-market buys or sells are reported. The filing shows a derivative exercise as restricted stock units converted into 39,092 Class A shares and a related tax-withholding disposition of 19,957 shares surrendered to satisfy withholding tax obligations triggered by the vesting event.

What is the background of the WLY Performance Stock Units mentioned in the footnotes?

On November 2, 2023, Matthew Kissner received Performance Stock Units that could be earned based on financial targets. Performance conditions were approved on May 27, 2026, and the units converted into Restricted Stock Units scheduled to vest on June 30, 2026, then into Class A common stock.