Wiley (WLY) EVP McMahan exercises 15,810 RSUs, surrenders 8,743 shares for tax

Rhea-AI Filing Summary

John Wiley & Sons EVP Danielle McMahan reported routine equity compensation activity involving restricted stock units. On June 30, 2026, she exercised or converted 15,810 Restricted Stock Units into Class A common shares on a one-for-one basis. In a related transaction, 8,743 Class A Common shares were surrendered at $48.51 per share to cover withholding tax due at vesting, rather than being sold on the open market. Footnotes state that all restricted stock units from the November 2, 2023 performance award (with performance conditions approved May 27, 2026) have now vested and that she still owns 31,252 restricted stock units as of this report, in addition to her common stock holdings.

Insider Trade Summary

15,810 shares exercised/converted

Mixed 3 txns

Insider McMahan Danielle

Role EVP, Chief People Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	15,810	$0.00	--
Exercise	Class A Common	15,810	$0.00	--
Tax Withholding	Class A Common	8,743	$48.51	$424K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common — 34,656 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 31,252 restricted stock units as of this report.

Key Figures

RSUs exercised: 15,810 units Shares surrendered for tax: 8,743 shares Tax value per share: $48.51 per share +3 more

6 metrics

RSUs exercised 15,810 units Restricted Stock Units converted into Class A common on June 30, 2026

Shares surrendered for tax 8,743 shares Class A Common surrendered to cover withholding tax liability

Tax value per share $48.51 per share Price used for tax-withholding share surrender

Remaining RSU holdings 31,252 units Restricted Stock Units owned as of this report

Exercise transactions 1 transaction, 15,810 shares Derivative exercise/conversion count and size from summary

Tax-withholding transactions 1 transaction, 8,743 shares Shares surrendered to pay tax liability on vesting

Key Terms

Restricted Stock Units, Performance Stock Units, withholding tax liability, Class A common stock, +1 more

5 terms

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

"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."

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."

Class A common stock financial

"Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion","transaction_code_description": "Exercise or conversion of derivative security""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 05:59 PM Accepted by SEC EDGAR 07/01/2026 - 05:58 PM Learn about SEC filing dates

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).

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^*

McMahan Danielle

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common	06/30/2026		M		15,810	A	$0	34,656	D
Class A Common	06/30/2026		F		8,743(1)	D	$48.51	25,913	D

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
Restricted Stock Units	(2)	06/30/2026		M			15,810	(3)	(3)	Class A Common	15,810	$0	0(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 31,252 restricted stock units as of this report.

Remarks:

	/s/ Deirdre P. Silver, Attorney-In-Fact	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did WLY executive Danielle McMahan report in this Form 4 filing?

Danielle McMahan reported vesting and exercise of 15,810 Restricted Stock Units into Class A common shares and the surrender of 8,743 shares to cover tax withholding obligations tied to that vesting event.

Were the WLY shares in McMahan’s Form 4 open-market sales or tax related?

The 8,743 Class A Common shares were surrendered to cover withholding tax liability on vested restricted stock units. Footnotes clarify this was a tax-withholding disposition, not an open-market sale decision.

How many Restricted Stock Units did Danielle McMahan exercise at John Wiley & Sons?

She exercised or converted 15,810 Restricted Stock Units into Class A common stock on a 1-for-1 basis, reflecting the vesting of a performance-based award that had its conditions approved on May 27, 2026.

What performance-based award is referenced in Danielle McMahan’s WLY Form 4?

The filing notes a Performance Stock Unit grant received on November 2, 2023. After financial targets were approved on May 27, 2026, it converted into Restricted Stock Units that vested on June 30, 2026.

How many Restricted Stock Units does Danielle McMahan still hold at WLY?

Footnotes state that, after these transactions, the reporting person owns 31,252 restricted stock units as of this report, separate from the Class A common shares issued upon vesting of the 15,810-unit award.

Does this WLY Form 4 show ongoing equity compensation for Danielle McMahan?

Yes. The report shows vesting of a prior performance-based award and indicates she still holds 31,252 restricted stock units, demonstrating continued equity-based compensation exposure in John Wiley & Sons stock.