[8-K] John Wiley & Sons, Inc. Reports Material Event

Rhea-AI Filing Summary

John Wiley & Sons furnished an 8-K reporting that on September 4, 2025 the company held its first-quarter fiscal 2026 earnings conference call and is furnishing the related presentation materials as Exhibit 99.2 and a press release as Exhibit 99.1. The filing states the information in Items 2.02 and 7.01 and the exhibits are being furnished, not filed, and therefore are not subject to Section 18 liability or automatically incorporated by reference into other securities filings. The exhibits listed include a press release titled "AI Demand Drives Wiley's First Quarter 2026 Results" and presentation materials dated September 4, 2025.

Positive

• Press release and presentation for Q1 FY2026 were furnished, ensuring investors have access to the company's earnings materials
• Clear legal statement that the items are furnished and not filed, clarifying liability and incorporation treatment

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine earnings disclosure; materials furnished, not filed, so limited legal incorporation.

The 8-K documents a standard earnings-call disclosure practice: a press release and presentation materials were furnished after Wiley's Q1 FY2026 call. There are no financial tables or results included in the filing text provided, so no new numeric performance data can be assessed. From an analyst perspective this is procedural and confirms the company communicated results and commentary to investors, but the filing itself does not change the financial picture because the substantive metrics are in the exhibits, not in the body of the Form 8-K text supplied here.

Corporate Governance Expert

TL;DR: Disclosure follows customary SEC practice; furnishing vs filing reduces scope of liability.

The 8-K explicitly states the company is furnishing Items 2.02 and 7.01 materials and that these items are not "filed" for Section 18 purposes. This mirrors standard governance and disclosure controls for earnings communications. No governance events, executive changes, or material transactions are disclosed in the provided text, so there are no apparent corporate governance implications beyond routine investor communications.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 4, 2025

(Date of Report)

(Date of earliest event reported)

JOHN WILEY & SONS, INC.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

			001-11507						13-5593032
			(Commission File Number)						(IRS Employer Identification No.)
			111 River Street, Hoboken New Jersey						07030
			(Address of principal executive offices)						(Zip Code)
			Registrant’s telephone number, including area code:						(201) 748-6000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $1.00 per share

WLY

New York Stock Exchange

Class B Common Stock, par value $1.00 per share

WLYB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On September 4, 2025, John Wiley & Sons Inc., a New York corporation (the “Company”), issued a press release announcing the Company’s financial results for the first quarter of fiscal year 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On September 4, 2025, the Company held its first quarter of fiscal year 2026 earnings conference call. The Company is furnishing as Exhibit 99.2 to this Current Report on Form 8-K the presentation materials that were provided and discussed during the earnings conference call.

The information included in Items 2.02 and 7.01, including the exhibits hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

99.1 - Press release dated September 4, 2025 “AI Demand Drives Wiley’s First Quarter 2026 Results”

99.2 - Presentation materials dated September 4, 2025.

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JOHN WILEY & SONS, INC.

(Registrant)

By

/s/ Matthew S. Kissner

Matthew S. Kissner

President and Chief Executive Officer

Dated: September 4, 2025

FAQ

What did Wiley (WLYB) disclose in the 8-K dated September 4, 2025?

The 8-K states Wiley held its Q1 FY2026 earnings call and furnished a press release (Exhibit 99.1) and presentation materials (Exhibit 99.2); the items are furnished, not filed.

Are the earnings materials in this 8-K considered "filed" under the Exchange Act?

No. The filing explicitly states the information and exhibits are being furnished and shall not be deemed "filed" for Section 18 liability or incorporated by reference, except by specific reference.

What exhibits are listed in the 8-K for Wiley (WLYB)?

Exhibit 99.1 is a press release titled "AI Demand Drives Wiley's First Quarter 2026 Results" and Exhibit 99.2 is the presentation materials dated September 4, 2025; Exhibit 104 is the cover page interactive data file.

Does the provided 8-K text include financial results or tables?

No. The supplied text does not include numeric financial results or tables; those details are in the exhibits referenced but not included in the provided content.

Does this 8-K disclose any material transactions or leadership changes?

No. The provided content does not disclose any material transactions, leadership changes, or other corporate events.