Director at John Wiley (NYSE: WLY) awarded 122 phantom stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hemphill Brian O reported acquisition or exercise transactions in this Form 4 filing.

JOHN WILEY & SONS, INC. director Brian O. Hemphill received a grant of 122 Phantom Stock Units credited at $41.32 per unit. The units arose from a quarterly dividend and were deferred under the company’s Deferred Compensation Plan for Directors on a 1-for-1 basis into Class A Common stock.

After this award, Hemphill holds a total of 14,290 Phantom Stock Units, which will settle in John Wiley & Sons Class A Common stock upon his separation from the board.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hemphill Brian O

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	122	$41.32	$5K

Holdings After Transaction: Phantom Stock Units — 14,290 shares (Direct, null)

Footnotes (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.

Key Figures

Phantom Stock Units granted: 122 units Crediting price per unit: $41.32 per unit Total Phantom Units after grant: 14,290 units +2 more

5 metrics

Phantom Stock Units granted 122 units Grant on April 23, 2026

Crediting price per unit $41.32 per unit Value used for Phantom Stock Units

Total Phantom Units after grant 14,290 units Director’s holdings following transaction

Conversion ratio 1-for-1 Each Phantom Stock Unit to Class A Common

Conversion/exercise price $0.00 Phantom stock units have no exercise price

Key Terms

Phantom Stock Units, Deferred Compensation Plan for Directors, separation of service, Class A Common

4 terms

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 financial

"Shares settle upon separation of service from the Board"

Class A Common financial

"Shares settle upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock"

Form 4 Insider Transactions: What Each Field Means →

04/24/2026 - 09:11 PM

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^*

Hemphill Brian O

(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)

X	Director	10% 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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	04/23/2026		A		122		⁽²⁾	⁽²⁾	Class A Common	122	$41.32	14,290	D

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-Fact	04/24/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did director Brian O. Hemphill report in this Wiley (WLY) Form 4?

Brian O. Hemphill reported receiving 122 Phantom Stock Units credited at $41.32 each. These units were added under John Wiley & Sons’ Deferred Compensation Plan for Directors and increase his total phantom unit holdings to 14,290, all settling in Class A Common stock upon board separation.

How many Phantom Stock Units did the Wiley (WLY) director receive and at what value?

He received 122 Phantom Stock Units valued at $41.32 per unit. The award reflects additional units credited from a quarterly dividend under the Deferred Compensation Plan for Directors, increasing his deferred equity exposure linked to John Wiley & Sons Class A Common stock.

What is the conversion feature of the Wiley (WLY) Phantom Stock Units granted?

The Phantom Stock Units convert on a 1-for-1 basis into John Wiley & Sons Class A Common stock. Settlement occurs when the director separates from the board, meaning each unit ultimately corresponds to one share of Class A Common stock at that time.

How many total Phantom Stock Units does the Wiley (WLY) director hold after this transaction?

Following the grant, Brian O. Hemphill holds 14,290 Phantom Stock Units. These units are deferred under the company’s Deferred Compensation Plan for Directors and are scheduled to settle entirely in John Wiley & Sons Class A Common stock upon his separation from board service.

What plan governs the Phantom Stock Units reported for Wiley (WLY) director Brian O. Hemphill?

The units are governed by the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors. Under this plan, additional Phantom Stock Units can be credited from quarterly dividends and ultimately settle in 100% Class A Common stock when the director leaves the board.