John Wiley & Sons (WLY) Director Awarded 3,275 Deferred Phantom Units

Rhea-AI Filing Summary

Inder M. Singh, a director of John Wiley & Sons, Inc. (WLY), received 3,275 phantom stock units on 09/25/2025 as his annual director stock award under the 2022 Omnibus Stock and Long-Term Incentive Plan. The award was deferred under the Director Deferred Compensation Plan and is reported at a per-share value of $39.69. Following the grant, the reporting person beneficially owns 15,051 shares of Class A Common stock on a direct basis. The phantom units vest the earlier of the day before the next annual meeting, the director's death/disability, or a change in control, and settle upon separation in 100% Class A Common stock with distribution per the director's election (lump sum or installments up to 10 years).

Positive

• Annual director compensation granted under the 2022 Omnibus Stock and Long-Term Incentive Plan
• Deferral and settlement in Class A Common stock aligns director interests with shareholders
• Clear vesting triggers (day before next annual meeting, death/disability, change in control) provide standard protections

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine annual director equity award deferred into phantom units with customary vesting and settlement terms.

The filing documents a standard director compensation event: an annual equity grant credited as phantom stock units under the companys omnibus plan and deferred compensation arrangement. Vesting triggers are conventional for non-employee directors (next annual meeting, death/disability, change in control) and settlement in Class A Common stock on separation aligns director incentives with shareholders while preserving deferral flexibility through payout elections.

Compensation Analyst

TL;DR: Non-cash phantom award valued at $39.69 per share increases direct beneficial ownership but is subject to deferral and vesting.

The award of 3,275 phantom units increases reported beneficial ownership to 15,051 Class A shares reported as direct. The grant is labelled an annual director award and is deferred under the Director Deferred Compensation Plan, with distributions per the directors election over up to 10 years. This is a common design to provide long-term alignment without immediate share issuance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Singh Inder M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	3,275	$39.69	$130K

Holdings After Transaction: Phantom Stock Units — 15,051 shares (Direct)

Footnotes (1)

1. 1-for-1. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Singh Inder M

(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	15,051	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 WLY director Inder M. Singh receive on 09/25/2025?

He received 3,275 phantom stock units as his annual director stock award under the 2022 Omnibus Plan.

What is the reported per-share value of the award in the Form 4?

The award is reported at $39.69 per share.

How many shares does Inder M. Singh beneficially own after the transaction?

The Form 4 reports 15,051 shares of Class A Common beneficially owned following the grant.

When do the phantom stock units vest and how do they settle?

They vest on the earliest of the day before the next annual meeting, the directors death/disability, or a change in control, and they settle upon separation in 100% Class A Common stock.

How will distributions of the deferred compensation be made?

Distributions follow the reporting persons election and may be paid in a lump sum or in ratable installments over up to 10 years.