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

Rhea-AI Filing Summary

John Wiley & Sons director Katherine Dunn Andresen received a director equity award recorded on Form 4. The filing reports acquisition on 09/25/2025 of 3,275 phantom stock units that convert 1-for-1 into Class A common shares, with an underlying share equivalence of 3,275 and a reported unit price of $39.69. Following the grant, the reporting person beneficially owns 4,059 shares directly. The units were issued as the annual director stock award under the 2022 Omnibus Stock and Long-Term Incentive Plan and were deferred under the Director Deferred Compensation Plan; they vest on the earliest of the day before the next annual meeting, death/disability, or a change in control and will settle in Class A common stock upon separation from the board. Distribution elections may be lump sum or installments up to 10 years.

Positive

• Director-shareholder alignment: Award converts to Class A common stock, aligning director economic interests with shareholders.
• Deferral feature: Units are deferred under the Director Deferred Compensation Plan providing tax and cash flexibility and retention incentives.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity award aligns director interests with shareholders and is deferred under existing plan.

This Form 4 documents a standard annual director grant converted to phantom stock units and deferred under the company's Director Deferred Compensation Plan. Vesting is time- and event-based (annual meeting, death/disability, change in control), which is consistent with typical governance practices to retain non-employee directors. The settlement in Class A common stock on board departure preserves alignment with shareholders while deferring tax and cash flow impact for the director. No unusual termination or acceleration provisions beyond common change-in-control protection are disclosed.

Securities Analyst

TL;DR: Non-material insider acquisition; reported ownership increases modestly due to routine director award.

The acquisition of 3,275 phantom units (1-for-1 to Class A common) at an indicated unit value of $39.69 increases reported direct beneficial ownership to 4,059 shares. This is a routine compensation mechanism rather than a market purchase or disposition, and the filing contains no indications of material corporate events or significant changes in control beyond standard vesting triggers. The transaction should be viewed as compensation-related insider activity without immediate market-impact implications based on the disclosed amounts.

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^*

Andresen Katherine Dunn

(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	4,059	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 WLY director Katherine Dunn Andresen acquire on 09/25/2025?

She acquired 3,275 phantom stock units that convert 1-for-1 into Class A common shares.

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

The Form 4 reports 4,059 shares beneficially owned following the reported transaction.

Under what plan were the director awards granted?

The units were issued under the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan and deferred under the Director Deferred Compensation Plan.

When do the phantom units vest and settle into stock?

They vest on the earliest of (i) the day before the next annual meeting, (ii) the director's death/disability, or (iii) a change in control; they settle in Class A common stock upon separation from the board.

What distribution options are available for the deferred award?

Payouts are in accordance with the director's distribution election: either a lump sum or ratable installments up to 10 years.