John Wiley (WLY) Director Awarded 3,275 Deferred Stock Units

Rhea-AI Filing Summary

Karen N. Madden, a director of John Wiley & Sons, Inc. (WLY), received an award of 3,275 phantom stock units on 09/25/2025 under the company's 2022 Omnibus Stock and Long-Term Incentive Plan. The units are deferred under the Director Deferred Compensation Plan and are reported at a reference price of $39.69 per share. After the grant, the reporting person beneficially owns 5,181 Class A common shares directly.

The phantom units 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 deferred units settle in 100% Class A common stock, and distributions follow the director's election under the Deferred Compensation Plan (lump sum or installments up to 10 years).

Positive

• 3,275 phantom stock units granted, providing clear equity-based alignment with shareholders
• Deferred settlement under the Director Deferred Compensation Plan with distribution election options (lump sum or installments up to 10 years)
• Vesting conditions are standard and include vesting before the next annual meeting, death/disability, or change in control
• Settlement in Class A common stock upon separation of service, ensuring equity alignment rather than cash payout

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine annual director award; standard deferred settlement and vesting terms align director incentives with long-term shareholder value.

The filing documents a typical annual director stock award of 3,275 phantom stock units deferred under the Director Deferred Compensation Plan. Vesting triggers (pre-meeting vesting, death/disability, change in control) and settlement in Class A common stock upon departure are common governance features that preserve alignment while deferring tax and cash impact for the company. The reported beneficial ownership of 5,181 shares post-transaction provides modest insider alignment but is not large relative to institutional holdings (not specified here).

Compensation Analyst

TL;DR: Compensation grant appears procedural and non-cash; distribution flexibility and deferred settlement limit immediate dilution and cash outflows.

The award is characterized as phantom stock units issued under the 2022 Omnibus Plan and deferred under the Director Deferred Compensation Plan, consistent with non-cash director compensation practices. The filing lists a reference price of $39.69 and notes settlement in Class A common shares at separation. The ability to elect lump sum or ratable installments up to 10 years affects timing of recipient payout but does not change the grant economics disclosed here.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Madden Karen N

Role Director

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

Holdings After Transaction: Phantom Stock Units — 5,181 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^*

Madden Karen N

(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	5,181	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 Karen N. Madden receive in the Form 4 for WLY?

She was granted 3,275 phantom stock units on 09/25/2025 under Wiley's 2022 Omnibus Stock and Long-Term Incentive Plan.

How many Wiley shares does the reporting person beneficially own after the transaction?

5,181 Class A common shares are reported as beneficially owned following the reported transaction.

What are the vesting and settlement terms for the director award?

Units vest on the earliest of the day before the next annual meeting, the director's death/disability, or a change in control; they settle in 100% Class A common stock upon separation from the Board.

What is the reference price reported for the phantom units?

$39.69 is shown as the price associated with the reported phantom stock units.

Under which plan were the units issued and how are distributions paid?

Issued under the 2022 Omnibus Stock and Long-Term Incentive Plan and deferred under the Director Deferred Compensation Plan; distributions follow the reporting person's election as lump sum or installments up to 10 years.