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

Wiley (NYSE: WLY) EVP and General Counsel receives performance-based RSU grants

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

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. executive Deirdre P. Silver, EVP and General Counsel, reported two equity compensation grants tied to prior performance awards. On May 27, 2026, 10,223 Performance Stock Units granted on November 2, 2023 were converted into Restricted Stock Units scheduled to vest on June 30, 2026.

On the same date, 14,171 Performance Stock Units granted on June 25, 2025 were converted into Restricted Stock Units scheduled to vest on June 30, 2028. Each Restricted Stock Unit converts into one share of Class A common stock if it vests and is not forfeited.

Positive

  • None.

Negative

  • None.
Insider Silver Deirdre P.
Role EVP, General Counsel
Type Security Shares Price Value
Grant/Award Restricted Stock Units 14,171 $0.00 --
Grant/Award Restricted Stock Units 10,223 $0.00 --
Holdings After Transaction: Restricted Stock Units — 14,171 shares (Direct, null)
Footnotes (1)
  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 25, 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.
RSUs from 2023 PSU grant 10,223 units Converted to Restricted Stock Units on May 27, 2026; vest June 30, 2026
RSUs from 2025 PSU grant 14,171 units Converted to Restricted Stock Units on May 27, 2026; vest June 30, 2028
Conversion ratio 1-for-1 Each Restricted Stock Unit converts into one share of Class A common stock
Performance approval date May 27, 2026 Financial performance conditions for 2023 and 2025 PSUs approved
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.
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.
financial targets financial
"Under the grant, the PSUs could be earned based on the achievement of certain financial 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Silver Deirdre P.
(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)
EVP, General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		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
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(1)05/27/2026A14,171 (2) (2)Class A Common14,171$014,171D
Restricted Stock Units(1)05/27/2026A10,223 (3) (3)Class A Common10,223$010,223D
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 25, 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. Silver05/28/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did WLY report for Deirdre P. Silver on May 27, 2026?

WLY reported that EVP and General Counsel Deirdre P. Silver acquired two blocks of Restricted Stock Units on May 27, 2026, following the approval of performance conditions on earlier Performance Stock Unit grants from 2023 and 2025.

How many Restricted Stock Units did Deirdre P. Silver receive in the latest WLY Form 4?

Deirdre P. Silver received 10,223 Restricted Stock Units from a 2023 grant and 14,171 Restricted Stock Units from a 2025 grant. Both awards arose after performance conditions were approved on May 27, 2026 and were converted from Performance Stock Units.

When do Deirdre P. Silver’s new WLY Restricted Stock Units vest?

The 10,223 Restricted Stock Units from the November 2, 2023 Performance Stock Unit grant are scheduled to vest on June 30, 2026. The 14,171 units from the June 25, 2025 grant are scheduled to vest on June 30, 2028, subject to forfeiture conditions.

What is the conversion ratio for WLY Restricted Stock Units reported in this Form 4?

Each Restricted Stock Unit converts into one share of WLY Class A common stock on a one-for-one basis if it vests. The units remain subject to forfeiture until vesting, consistent with standard equity compensation design.

Were the WLY Performance Stock Units subject to financial performance targets?

Yes. The Performance Stock Units granted on November 2, 2023 and June 25, 2025 could be earned based on achieving specified financial targets. Those performance conditions were approved on May 27, 2026, triggering conversion of earned PSUs into Restricted Stock Units.