STOCK TITAN

Wiley (WLY) SVP Caridi settles RSU tax with shares, equity awards vest

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

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. senior vice president and chief accounting officer Christopher Caridi reported compensation-related equity activity. On June 30, 2026, restricted stock units converted into Class A common stock, and 1,885 shares were surrendered at $48.51 per share to cover withholding tax obligations.

The filing shows multiple batches of restricted stock units converting into Class A common stock on a one-for-one basis after performance conditions and time-based vesting were satisfied. Following these events, Caridi continues to hold Class A shares directly and also retains additional restricted stock units that remain outstanding.

Positive

  • None.

Negative

  • None.
Insider Caridi Christopher
Role SVP, Chief Accounting Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 4,319 $0.00 --
Exercise Restricted Stock Units 905 $0.00 --
Exercise Class A Common 4,319 $0.00 --
Exercise Class A Common 905 $0.00 --
Tax Withholding Class A Common 1,885 $48.51 $91K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common — 13,521 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. On June 23, 2023, the reporting person was granted 3,619 restricted stock units, vesting in four equal annual installments, beginning on June 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 9,592 restricted stock units as of this report.
Shares surrendered for taxes 1,885 shares Class A Common, tax-withholding disposition at $48.51 per share
Tax withholding reference price $48.51 per share Used to value 1,885 surrendered Class A shares
RSUs converted (block 1) 905 units Restricted Stock Units converting into Class A Common on June 30, 2026
RSUs converted (block 2) 4,319 units Restricted Stock Units converting into Class A Common on June 30, 2026
Remaining RSU holdings 9,592 restricted stock units Total restricted stock units owned as of this report
Prior RSU grant size 3,619 restricted stock units Grant on June 23, 2023, vesting in four equal annual installments
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
"On November 2, 2023, the Reporting Person received a grant of Performance Stock Units ("PSUs")."
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."
vesting financial
"As a result of this transaction, all restricted stock units granted on May 27, 2026 have vested."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
forfeiture financial
"Restricted stock units are subject to forfeiture under the terms and conditions of the grant."
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Learn about SEC filing dates
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*
Caridi Christopher

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Accounting 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)
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
Class A Common06/30/2026M4,319A$013,521D
Class A Common06/30/2026M905A$014,426D
Class A Common06/30/2026F1,885(1)D$48.5112,541D
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
Restricted Stock Units(2)06/30/2026M4,319 (3) (3)Class A Common4,319$00(4)D
Restricted Stock Units(2)06/30/2026M905 (5) (5)Class A Common905$0905(6)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.
5. On June 23, 2023, the reporting person was granted 3,619 restricted stock units, vesting in four equal annual installments, beginning on June 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.
6. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 9,592 restricted stock units as of this report.
Remarks:
/s/ Deirdre P. Silver, Attorney-In-Fact07/01/2026
** 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)

FAQ

What insider transactions did WLY executive Christopher Caridi report on June 30, 2026?

Christopher Caridi reported the vesting and conversion of restricted stock units into Class A common stock and the surrender of 1,885 shares at $48.51 per share to cover withholding tax obligations related to that vesting event.

Were the WLY Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect equity compensation events: restricted stock units converting into Class A common stock and shares surrendered to satisfy withholding tax liabilities tied to vesting, rather than discretionary trading in the market.

How many WLY shares were used to cover taxes for Christopher Caridi?

A total of 1,885 Class A common shares were surrendered to cover withholding tax liability upon the vesting of restricted stock units. This is disclosed as a tax-withholding disposition, not as an open-market sale of shares by the executive.

What do the restricted stock unit conversions mean for WLY’s Christopher Caridi?

Restricted stock unit conversions mean Caridi’s equity awards vested and turned into Class A common shares on a one-for-one basis. These events follow satisfaction of performance targets and time-based vesting conditions approved and scheduled under the company’s compensation programs.

How many restricted stock units does WLY executive Christopher Caridi still hold?

Caridi holds 9,592 restricted stock units as of this report. A portion relates to a June 23, 2023 grant of 3,619 restricted stock units that vest in four equal annual installments starting June 30 after the grant date.

What is the background of the performance stock units mentioned in WLY’s Form 4?

Performance stock units were granted on November 2, 2023 and could be earned based on financial targets. Performance conditions were approved on May 27, 2026, and the units converted into restricted stock units scheduled to vest on June 30, 2026 before turning into Class A shares.