Wiley (NYSE: WLY) director gets 706 phantom stock units grant award

Rhea-AI Filing Summary

John Wiley & Sons, Inc. director Raymond W. McDaniel reported an annual equity grant in the form of 706 Phantom Stock Units on 01/15/2026. The units were recorded at a price of $31.01 per unit, bringing his total directly held derivative securities to 62,409 Phantom Stock Units after the transaction.

The award is issued under the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan on a 1-for-1 basis into Class A Common stock. These units vest on the earliest of the day before the next annual meeting, the director’s death or disability, or a change in control event, and are settled in 100% Class A Common stock upon retirement from the Board.

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^*

MCDANIEL RAYMOND W

(Last) (First) (Middle)

111 RIVER STREET

(Street)

HOBOKEN NJ 07030

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	01/15/2026		A		706		(2)	(2)	Class A Common	706	$31.01	62,409	D

Explanation of Responses:

1. 1-for-1.

2. Annual director stock award issued pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan. Such shares will vest on the earliest of (i) the day before the next Annual Meeting, (ii) the director's death/disability, or (iii) a change in control event. Shares settled upon retirement from the Board in 100% of John Wiley & Sons, Inc. Class A Common stock.

Remarks:

	/s/ Deirdre P. Silver, Attorney-In-Fact	01/16/2026
	** 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.

FAQ

What insider transaction did John Wiley & Sons (WLY) report on this Form 4?

The filing reports that director Raymond W. McDaniel received an award of 706 Phantom Stock Units on 01/15/2026 as part of his director compensation.

What is the value per unit and total derivative holdings reported for WLY director Raymond W. McDaniel?

Each Phantom Stock Unit was recorded at $31.01 per unit, and McDaniel held a total of 62,409 Phantom Stock Units directly following the reported award.

How do the Phantom Stock Units for John Wiley & Sons (WLY) convert into common stock?

The Phantom Stock Units are on a 1-for-1 basis into John Wiley & Sons, Inc. Class A Common stock, as described in the filing footnotes.

Under what plan was the director stock award for WLY granted?

The 706 Phantom Stock Units were granted under the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan as an annual director stock award.

What are the vesting conditions for the WLY director’s Phantom Stock Units?

The units vest on the earliest of the day before the next Annual Meeting, the director’s death or disability, or a change in control event, and are settled upon retirement from the Board in Class A Common stock.

Is the reported WLY Phantom Stock Unit holding direct or indirect?

The Form 4 indicates that the 62,409 Phantom Stock Units are held with direct (D) ownership by the reporting person.