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John Wiley & Sons (WLY) director receives 39 phantom units

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Form Type
4

Rhea-AI Filing Summary

Madden Karen N reported acquisition or exercise transactions in this Form 4 filing.

John Wiley & Sons, Inc. director Karen N. Madden received a grant of 39 Phantom Stock Units on July 23, 2026 at a reference value of $48.72 per unit. The additional units reflect quarterly dividend equivalents deferred under the company’s Deferred Compensation Plan for Directors and are credited 1-for-1 in Class A Common stock, settling when she separates from the board. Following this grant, she directly holds 5,376 Phantom Stock Units.

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Insider Madden Karen N
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units F1, F2 39 $48.72 $2K
Holdings After Transaction: Phantom Stock Units — 5,376 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 39 units Grant to director Karen N. Madden on July 23, 2026
Reference value per Phantom Stock Unit $48.72 per unit Value assigned to the 39 Phantom Stock Units granted
Total Phantom Stock Units after grant 5,376 units Director Karen N. Madden’s holdings following the July 23, 2026 grant
Conversion ratio 1-for-1 Each Phantom Stock Unit corresponds to one share of Class A Common stock
Underlying Class A Common shares 39 shares Underlying security shares for the 39 Phantom Stock Units granted
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.
separation of service from the Board financial
"Shares settle upon separation of service from the Board in 100% Class A Common stock"

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FAQ

What insider transaction did John Wiley & Sons (WLY) report for director Karen Madden?

Director Karen N. Madden was credited with 39 Phantom Stock Units on July 23, 2026. The units stem from quarterly dividend equivalents under Wiley’s Deferred Compensation Plan for Directors and increase her total phantom holdings to 5,376 units, settled in Class A Common stock at board separation.

At what value were Karen Madden’s new phantom stock units recorded at John Wiley (WLY)?

The 39 Phantom Stock Units granted to Karen Madden were recorded at $48.72 per unit. This figure represents a reference value for the deferred units, which mirror John Wiley & Sons, Inc. Class A Common stock on a 1-for-1 basis under the director plan.

How many total phantom stock units does Karen Madden hold at John Wiley (WLY) after this Form 4?

After the July 23, 2026 grant, Karen Madden holds 5,376 Phantom Stock Units. These units are deferred under John Wiley & Sons, Inc.’s Deferred Compensation Plan for Directors and are scheduled to settle in Class A Common shares when she separates from service on the board.

What is the nature of the phantom stock units reported for Karen Madden at WLY?

The reported Phantom Stock Units are deferred compensation tied 1-for-1 to John Wiley Class A Common shares. They arise from quarterly dividend equivalents under the director deferred compensation plan and will be settled entirely in Class A Common stock upon Madden’s separation from the board.

Does John Wiley (WLY) state when Karen Madden’s phantom units will be settled?

Yes. The company states that these phantom stock units will settle upon separation of service from the board. At that time, they are payable in 100% John Wiley & Sons, Inc. Class A Common stock, consistent with the terms of the Deferred Compensation Plan for Directors.
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*
Madden Karen N

(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)07/23/2026A39 (2) (2)Class A Common39$48.725,376D
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)