Wiley (WLY) CEO awarded 94,784 RSUs from performance stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. President and CEO Matthew Kissner reported two equity compensation grants in the form of Restricted Stock Units. He was awarded 55,692 RSUs and 39,092 RSUs on May 27, 2026, each convertible into Class A common stock on a one-for-one basis.

The 55,692 RSUs relate to Performance Stock Units granted on November 2, 2023, with performance conditions approved on May 27, 2026 and scheduled to vest on June 30, 2026. The 39,092 RSUs stem from PSUs granted on June 26, 2025, also with performance conditions approved on May 27, 2026 and vesting on June 30, 2028. All RSUs are subject to forfeiture until vesting and carry no exercise price, reflecting non-cash stock-based compensation rather than market purchases.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kissner Matthew

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	39,092	$0.00	--
Grant/Award	Restricted Stock Units	55,692	$0.00	--

Holdings After Transaction: Restricted Stock Units — 39,092 shares (Direct, null)

Footnotes (1)

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. On June 26, 2025, 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, 2028. Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis.

Key Figures

RSU grant 1: 55,692 units RSU grant 2: 39,092 units Total RSUs granted: 94,784 units +2 more

5 metrics

RSU grant 1 55,692 units Restricted Stock Units from 2023 PSUs, vesting June 30, 2026

RSU grant 2 39,092 units Restricted Stock Units from 2025 PSUs, vesting June 30, 2028

Total RSUs granted 94,784 units Equity compensation awards to CEO on May 27, 2026

Conversion ratio 1-for-1 Each RSU converts into one share of Class A common stock

Exercise price $0.00 per unit Stated conversion/exercise price for the RSU grants

Key Terms

Restricted Stock Units, Performance Stock Units, Class A common stock, subject to forfeiture

4 terms

Restricted Stock Units financial

"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 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.

Class A common stock financial

"Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

subject to forfeiture financial

"Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis."

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 09:21 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^*

Kissner Matthew

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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)
Restricted Stock Units	⁽¹⁾	05/27/2026		A		39,092		⁽²⁾	⁽²⁾	Class A Common	39,092	$0	39,092	D
Restricted Stock Units	⁽¹⁾	05/27/2026		A		55,692		⁽³⁾	⁽³⁾	Class A Common	55,692	$0	55,692	D

Explanation of Responses:

1. 1-for-1

2. 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.

3. On June 26, 2025, 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, 2028. Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis.

Remarks:

	/s/ Deirdre P. Silver, Attorney-In-Fact	05/28/2026
	** 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 insider transaction did WLY CEO Matthew Kissner report on this Form 4?

Matthew Kissner reported receiving two grants of Restricted Stock Units as equity compensation. He acquired 55,692 RSUs and 39,092 RSUs, each convertible into Class A common stock on a one-for-one basis, with no cash paid per unit.

How many restricted stock units did the WLY CEO receive in total?

He received a total of 94,784 Restricted Stock Units, split into 55,692 and 39,092 units. Each RSU converts into one share of Class A common stock, subject to vesting and forfeiture conditions tied to previously granted performance awards.

What is the origin of the RSU grants reported by WLY CEO Matthew Kissner?

Both RSU grants originated from earlier Performance Stock Unit awards. PSUs granted on November 2, 2023 and June 26, 2025 had performance targets approved on May 27, 2026, then converted into RSUs that will vest on future dates if conditions are satisfied.

When will the WLY CEO’s newly granted restricted stock units vest?

The 55,692 RSUs are scheduled to vest on June 30, 2026, while the 39,092 RSUs are scheduled to vest on June 30, 2028. Until these vesting dates, the RSUs remain subject to forfeiture under the award terms.

Do the WLY CEO’s RSU grants involve any cash exercise price?

No, the RSU grants have a stated exercise or conversion price of $0.00 per unit. They represent stock-based compensation that, once vested, converts into Class A common shares on a one-for-one basis without additional cash payment.