John Wiley & Sons (WLY) Director Receives 3,275 Deferred Stock Units

Rhea-AI Filing Summary

David C. Dobson, a director of John Wiley & Sons, Inc. (WLY), received 3,275 phantom stock units as his annual director stock award under the 2022 Omnibus Stock and Long-Term Incentive Plan on 09/25/2025. The award was granted at an effective price of $39.69 per share and, after conversion on a 1-for-1 basis, represents 3,275 Class A common shares. These units are deferred under the Director Deferred Compensation Plan and will vest on the earliest of the day before the next annual meeting, the director's death or disability, or a change in control. Upon separation from the board the units settle in 100% Class A common stock; distribution elections allow lump sum or installments up to 10 years.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation awarded and deferred; standard vesting and settlement terms minimize immediate dilution and align director incentives with shareholders.

The filing documents an annual equity-based director award in the form of phantom stock units that convert 1-for-1 to Class A shares and are deferred under the company plan. Vesting triggers are customary for non-employee directors and include a change in control clause, which can accelerate settlement. Settlement in stock on separation aligns long-term director interests with shareholders but will increase share count only upon settlement. No cash or option exercises are reported, and the grant size (3,275 units) appears immaterial absent company-level share counts.

Compensation Analyst

TL;DR: Annual deferred equity award typical for directors; provides retention and alignment without immediate cash outlay.

This Form 4 shows a non-derivative economic grant recorded as phantom stock units with a per-share reference price of $39.69. The director elected deferral under the Director Deferred Compensation Plan with payout flexibility up to 10 years, which defers taxation and cash impact. The filing does not disclose aggregate company-level dilution or percent of outstanding shares, so materiality cannot be assessed from this document alone.

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^*

Dobson David C

(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	30,477	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 did John Wiley & Sons (WLY) disclose on the Form 4 filed for David C. Dobson?

The Form 4 reports an award of 3,275 phantom stock units granted 09/25/2025 that convert 1-for-1 to Class A common shares and are deferred under the Director Deferred Compensation Plan.

When do the phantom stock units vest and settle for the reporting person?

Units vest on the earliest of the day before the next annual meeting, the director's death or disability, or a change in control; they settle in Class A common stock upon separation from the board.

What is the per-share reference price reported on the Form 4?

The filing shows a reference price of $39.69 per share associated with the phantom stock units.

How will the deferred compensation be paid out under the Director Deferred Compensation Plan?

Payouts will follow the reporting person's distribution election in either a lump sum or ratable installments over a period not to exceed 10 years.

Does this Form 4 indicate any immediate cash transactions or option exercises?

No. The filing reports a grant of phantom stock units deferred under the compensation plan; there are no reported cash sales or option exercises.