Director Mari Jean Baker adds 361 phantom units in Wiley (NYSE: WLY)

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

JOHN WILEY & SONS, INC. director Mari Jean Baker reported a compensation-related award of 361 Phantom Stock Units on Class A Common stock, labeled as a grant or other acquisition. The units are valued at $41.32 per unit and are credited 1-for-1 with the underlying shares.

According to the plan terms, these additional Phantom Stock Units arose from a quarterly dividend and were deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors. They will settle in 100% Class A Common stock upon her separation from the Board. Following this credit, she holds 42,373 Phantom Stock Units directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Baker Mari Jean

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	361	$41.32	$15K

Holdings After Transaction: Phantom Stock Units — 42,373 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 Stock Units granted: 361 units Unit value: $41.32 per unit Total Phantom Units after grant: 42,373 units +2 more

5 metrics

Phantom Stock Units granted 361 units Grant/award acquisition on Phantom Stock Units

Unit value $41.32 per unit Recorded transaction price per Phantom Stock Unit

Total Phantom Units after grant 42,373 units Phantom Stock Units following the reported transaction

Underlying shares per unit 1-for-1 Each Phantom Stock Unit tracks one Class A Common share

Underlying security shares 361 shares Class A Common shares underlying the new Phantom Stock Units

Key Terms

Phantom Stock Units, Deferred Compensation Plan for Directors, Class A Common, 1-for-1

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"

1-for-1 financial

"1-for-1."

Form 4 Insider Transactions: What Each Field Means →

04/24/2026 - 04:11 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^*

Baker Mari Jean

(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		361		⁽²⁾	⁽²⁾	Class A Common	361	$41.32	42,373	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 insider transaction did Mari Jean Baker report at John Wiley (WLY)?

Mari Jean Baker reported receiving 361 Phantom Stock Units tied to John Wiley Class A Common stock. The award is a grant or other acquisition under the director deferred compensation plan and reflects additional units credited from a quarterly dividend, increasing her deferred holdings.

How many Phantom Stock Units does Mari Jean Baker hold after this Form 4 for WLY?

After the reported transaction, Mari Jean Baker holds 42,373 Phantom Stock Units. These units are credited under John Wiley’s Deferred Compensation Plan for Directors and are designed to mirror Class A Common stock on a 1-for-1 basis until settlement in actual shares at Board separation.

What is the value per Phantom Stock Unit in Mari Jean Baker’s John Wiley (WLY) filing?

Each Phantom Stock Unit in the filing is valued at $41.32 per unit. This figure is used to record the compensation-related grant for accounting and reporting purposes and aligns the notional value of the units with John Wiley’s Class A Common stock price at the grant date.

When will Mari Jean Baker’s Phantom Stock Units in John Wiley (WLY) settle?

The Phantom Stock Units will settle upon Mari Jean Baker’s separation from the Board. At that time, the units convert into 100% John Wiley & Sons, Inc. Class A Common stock, reflecting the 1-for-1 relationship between each Phantom Stock Unit and an underlying share.

What plan governs Mari Jean Baker’s Phantom Stock Units at John Wiley (WLY)?

Her Phantom Stock Units are governed by the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors. Under this plan, dividend-equivalent credits add Phantom Stock Units, which track Class A Common stock and settle in shares when the director leaves Board service.