Wiley (NYSE: WLY) director gains 45 phantom stock units via dividend grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

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 45 Phantom Stock Units on a 1-for-1 basis, credited at $41.32 per unit. These units arose from a quarterly dividend and were deferred under the company’s Deferred Compensation Plan for Directors.

Following this award, Madden holds a total of 5,337 Phantom Stock Units. The units are designed to settle in 100% John Wiley & Sons, Inc. Class A Common stock upon her separation of service from the Board, aligning director compensation with long-term shareholder value.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Madden Karen N

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	45	$41.32	$2K

Holdings After Transaction: Phantom Stock Units — 5,337 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 units granted: 45 units Grant reference price: $41.32 per unit Total phantom units after grant: 5,337 units +1 more

4 metrics

Phantom units granted 45 units Grant/award acquisition on 2026-04-23

Grant reference price $41.32 per unit Phantom Stock Units tied to Class A Common

Total phantom units after grant 5,337 units Holdings following transaction

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

Key Terms

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

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.

Class A Common financial

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

separation of service financial

"Shares settle upon separation of service from the Board"

Form 4 Insider Transactions: What Each Field Means →

04/24/2026 - 04:10 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^*

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)

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		45		⁽²⁾	⁽²⁾	Class A Common	45	$41.32	5,337	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 WLY director Karen N. Madden report in this Form 4?

Karen N. Madden reported receiving 45 Phantom Stock Units as a grant. The units were credited from a quarterly dividend under Wiley’s Deferred Compensation Plan for Directors and increase her total phantom holdings to 5,337 units linked to Class A Common stock.

How are Karen N. Madden’s Phantom Stock Units in WLY valued?

The 45 new Phantom Stock Units were credited at $41.32 per unit. These units track the value of John Wiley & Sons, Inc. Class A Common stock on a 1-for-1 basis, effectively mirroring the underlying share price over time.

When will Karen N. Madden’s WLY Phantom Stock Units settle?

The Phantom Stock Units will settle upon her separation of service from the Board. At that time, they are designed to convert into John Wiley & Sons, Inc. Class A Common stock, providing equity-based compensation tied to long-term board service.

What is Karen N. Madden’s total Phantom Stock Unit balance at WLY?

After this grant, Karen N. Madden holds 5,337 Phantom Stock Units. This total reflects accumulated awards and dividend equivalents under the Deferred Compensation Plan for Directors, all linked on a 1-for-1 basis to Class A Common stock performance.

Is Karen N. Madden’s WLY Form 4 a market purchase or sale?

The filing reflects a compensation-related acquisition, not a market trade. Madden received 45 Phantom Stock Units as a grant from a quarterly dividend, deferred under the directors’ compensation plan, with no open-market buying or selling involved.