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  4. [Form 4] JOHN WILEY & SONS, INC. Insider Trading Activity

Wiley (WLY) director awarded Phantom Stock Units tied to Class A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Andresen Katherine Dunn reported acquisition or exercise transactions in this Form 4 filing.

JOHN WILEY & SONS, INC. director Katherine Dunn Andresen received a grant of 36 Phantom Stock Units as compensation. The units were credited on April 23, 2026 at a reference value of $41.32 per unit under the company’s Deferred Compensation Plan for Directors.

These Phantom Stock Units are tied 1-for-1 to John Wiley & Sons Class A Common stock and were added as a result of a quarterly dividend. They will settle in Class A Common shares when Andresen separates from service on the Board, bringing her total Phantom Stock Unit balance to 4,181 units.

Positive

  • None.

Negative

  • None.
Insider Andresen Katherine Dunn
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Units 36 $41.32 $1K
Holdings After Transaction: Phantom Stock Units — 4,181 shares (Direct, null)
Footnotes (1)
  1. 1-for-1 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 36 units Grant credited April 23, 2026
Reference price per unit $41.32 per unit Value used for 36-unit grant
Total Phantom Stock Units after grant 4,181 units Director’s balance following transaction
Conversion ratio 1-for-1 Each unit tied to one Class A Common share
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 for Directors financial
"deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors"
A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.
Class A Common financial
"Shares settle upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock"
quarterly dividend financial
"Represents additional Phantom Stock Units as a result of a quarterly dividend"
A quarterly dividend is a payment a company gives to its shareholders four times a year, usually as a share of its profits. It's like getting a small bonus every few months for owning the company's stock, which can provide a steady income. Investors watch these payments to see how well a company is doing and whether it’s a good investment.
Form 4 Insider Transactions: What Each Field Means →
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*
Andresen Katherine Dunn
(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)
04/23/2026		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)04/23/2026A36 (2) (2)Class A Common36$41.324,181D
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-Fact04/24/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Katherine Dunn Andresen acquire in this JOHN WILEY & SONS (WLY) Form 4?

Katherine Dunn Andresen received 36 Phantom Stock Units as a compensation-related grant. The units were credited under the Deferred Compensation Plan for Directors and are linked 1-for-1 to John Wiley & Sons Class A Common stock, reflecting additional deferred equity tied to a quarterly dividend.

Is the WLY Form 4 transaction an open-market buy or sell of stock?

No, the Form 4 shows a grant of Phantom Stock Units, not an open-market trade. The 36 units were awarded as a compensation-related acquisition under the director deferred compensation plan, with no indication of shares being bought or sold in the public market.

How many Phantom Stock Units does the WLY director hold after this transaction?

After this transaction, director Katherine Dunn Andresen holds 4,181 Phantom Stock Units. This total reflects the new 36-unit grant credited from a quarterly dividend, all deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors.

When will the Phantom Stock Units in this JOHN WILEY & SONS (WLY) filing be settled?

The Phantom Stock Units will be settled when the director separates from service on the Board. At that time, under the plan terms, they are payable in 100% John Wiley & Sons, Inc. Class A Common stock, based on the 1-for-1 linkage described in the filing footnotes.

What does 1-for-1 mean for the WLY Phantom Stock Units reported in this Form 4?

The 1-for-1 reference means each Phantom Stock Unit tracks one share of John Wiley & Sons Class A Common stock. Upon settlement at the director’s separation from the Board, the accumulated units convert into an equal number of Class A Common shares under the plan’s terms.