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John Wiley & Sons (NYSE: WLY) director awarded phantom stock units

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Baker Mari Jean reported acquisition or exercise transactions in this Form 4 filing.

John Wiley & Sons director Mari Jean Baker received a grant of 311 Phantom Stock Units on July 23, 2026 at $48.72 per unit, credited as dividend equivalents under the Deferred Compensation Plan for Directors. Each unit is 1-for-1 tied to Class A Common and settles in shares upon separation from the board, bringing her reported phantom holdings to 42,684 units.

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Insider Baker Mari Jean
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units F1, F2 311 $48.72 $15K
Holdings After Transaction: Phantom Stock Units — 42,684 shares (Direct)
Footnotes (2)
  1. F1. 1-for-1.
  2. F2. Represents additional Phantom Stock Units as a result of a quarterly dividend and deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors (the "Plan"). Shares settle upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock.
Phantom Stock Units granted 311 units Grant to director Mari Jean Baker on July 23, 2026
Grant price $48.72 per unit Value used for the 311 Phantom Stock Units award
Phantom Stock Units after grant 42,684 units Total phantom units reported as directly owned after the transaction
Phantom Stock Units financial
"Represents additional Phantom Stock Units as a result of a quarterly dividend"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
Deferred Compensation Plan financial
"Deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
separation of service financial
"Shares settle upon separation of service from the Board in 100% Class A Common stock"

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

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FAQ

What insider transaction did WLY director Mari Jean Baker report?

Mari Jean Baker reported a grant of 311 Phantom Stock Units on July 23, 2026 at $48.72 per unit. The award was credited as dividend equivalents under John Wiley & Sons’ Deferred Compensation Plan for Directors and increases her reported phantom unit balance to 42,684.

How many Phantom Stock Units did WLY grant to Mari Jean Baker and at what value?

She was granted 311 Phantom Stock Units valued at $48.72 per unit. These units track the value of John Wiley & Sons Class A Common stock and were added as dividend equivalents under the company’s director deferred compensation program.

What are Phantom Stock Units in John Wiley & Sons (WLY)’s director plan?

Phantom Stock Units are bookkeeping units tied 1-for-1 to Class A Common stock, credited instead of cash. Under Wiley’s director deferred compensation plan, they accumulate from fees or dividends and later settle in actual Class A shares rather than cash.

When will Mari Jean Baker’s WLY Phantom Stock Units settle into shares?

Her Phantom Stock Units will settle in 100% Class A Common stock upon her separation of service from the board. Until then, they remain deferred under John Wiley & Sons’ director compensation plan and track the value of the underlying Class A shares.

How many Phantom Stock Units does Mari Jean Baker hold at WLY after this grant?

After the reported grant, she holds 42,684 Phantom Stock Units in total. This figure reflects her directly owned phantom balance as reported in the Form 4 following the addition of 311 units credited as dividend equivalents.

Was the WLY Form 4 transaction reported under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked, indicating this phantom stock unit grant was not reported as executed under a pre-arranged 10b5-1 trading plan but as part of director compensation and dividend equivalents.
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*
Baker Mari Jean

(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2026
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
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
Phantom Stock Units(1)07/23/2026A311 (2) (2)Class A Common311$48.7242,684D
Explanation of Responses:
1. 1-for-1.
2. Represents additional Phantom Stock Units as a result of a quarterly dividend and deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors (the "Plan"). Shares settle upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock.
Remarks:
/s/ Deirdre P. Silver, Attorney-In-Fact07/24/2026
** 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)