Wiley (WLY) EVP Danielle McMahan awarded performance-based restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. executive Danielle McMahan, EVP and Chief People Officer, reported routine equity compensation in the form of restricted stock units. She received 11,373 restricted stock units tied to Class A common stock from a performance stock unit grant originally made on November 2, 2023, after performance conditions were approved on May 27, 2026. She also received 15,810 restricted stock units from a June 25, 2025 performance stock unit grant, with performance conditions likewise approved on May 27, 2026. These restricted stock units are scheduled to vest on June 30, 2026 and June 30, 2028, remain subject to forfeiture until vesting, and convert into Class A common stock on a one-for-one basis.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McMahan Danielle

Role EVP, Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	15,810	$0.00	--
Grant/Award	Restricted Stock Units	11,373	$0.00	--

Holdings After Transaction: Restricted Stock Units — 15,810 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 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.

Key Figures

RSUs from 2023 PSU grant: 11,373 units RSUs from 2025 PSU grant: 15,810 units Conversion ratio: 1-for-1 +3 more

6 metrics

RSUs from 2023 PSU grant 11,373 units Converted on May 27, 2026; vesting June 30, 2026

RSUs from 2025 PSU grant 15,810 units Converted on May 27, 2026; vesting June 30, 2028

Conversion ratio 1-for-1 Each restricted stock unit converts into one Class A common share

Transaction date May 27, 2026 Date performance conditions were approved and PSUs converted to RSUs

Vesting date (first grant) June 30, 2026 Scheduled vesting for RSUs from November 2, 2023 PSU grant

Vesting date (second grant) June 30, 2028 Scheduled vesting for RSUs from June 25, 2025 PSU grant

Key Terms

Restricted Stock Units, Performance Stock Units, financial targets, subject to forfeiture, +1 more

5 terms

Restricted Stock Units financial

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

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

"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."

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.

financial targets financial

"Under the grant, the PSUs could be earned based on the achievement of certain financial targets."

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."

vest financial

"converted into Restricted Stock Units scheduled to vest on June 30, 2026."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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^*

McMahan Danielle

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief People Officer

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		15,810		⁽²⁾	⁽²⁾	Class A Common	15,810	$0	15,810	D
Restricted Stock Units	⁽¹⁾	05/27/2026		A		11,373		⁽³⁾	⁽³⁾	Class A Common	11,373	$0	11,373	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 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. 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 did Danielle McMahan report in the latest Form 4 for WLY?

Danielle McMahan reported receiving two grants of restricted stock units as equity compensation. These units were earned from prior performance stock unit awards after financial targets were approved and will convert into Class A common stock if they vest.

How many restricted stock units did Danielle McMahan receive at JOHN WILEY & SONS, INC. (WLY)?

She received 11,373 restricted stock units from a 2023 performance grant and 15,810 restricted stock units from a 2025 performance grant. Both sets convert into Class A common shares on a one-for-one basis once vested, subject to forfeiture conditions.

When do Danielle McMahan’s new restricted stock units in WLY vest?

The restricted stock units from the November 2, 2023 performance grant are scheduled to vest on June 30, 2026. The units from the June 25, 2025 performance grant are scheduled to vest on June 30, 2028, assuming vesting conditions continue to be met.

What triggered the conversion of PSUs to RSUs for WLY executive Danielle McMahan?

The conversion was triggered when performance conditions tied to certain financial targets were approved on May 27, 2026. At that point, the previously granted performance stock units converted into restricted stock units with defined vesting dates and one-for-one share conversion.

How do Danielle McMahan’s WLY restricted stock units convert into shares?

Each restricted stock unit converts into one share of Class A common stock upon vesting. Until vesting, the units remain subject to forfeiture, meaning they can be lost if employment or performance conditions are not satisfied.