Wiley (NYSE: WLY) EVP vests RSUs, uses 5,470 shares for taxes

Rhea-AI Filing Summary

JOHN WILEY & SONS EVP Jay Flynn reported routine equity compensation activity in Class A Common stock. On April 30, 2026, he exercised restricted stock units that delivered 11,223 shares of common stock, while 5,470 shares were surrendered to cover withholding tax liability upon vesting. Footnotes state that after these transactions he still holds 19,089 restricted stock units, reflecting ongoing equity-based incentives rather than open‑market buying or selling.

Insider Trade Summary

11,223 shares exercised/converted

Mixed 9 txns

Insider Flynn Jay

Role EVP & GM, Research & Learning

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,557	$0.00	--
Exercise	Restricted Stock Units	3,329	$0.00	--
Exercise	Restricted Stock Units	3,253	$0.00	--
Exercise	Restricted Stock Units	3,084	$0.00	--
Exercise	Class A Common	1,557	$0.00	--
Exercise	Class A Common	3,329	$0.00	--
Exercise	Class A Common	3,253	$0.00	--
Exercise	Class A Common	3,084	$0.00	--
Tax Withholding	Class A Common	5,470	$40.93	$224K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common — 16,984 shares (Direct, null)

Footnotes (1)

1. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units. 1-for-1 On June 22, 2022, reporting person was granted 6,227 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant. As a result of this transaction, all restricted stock units granted on June 22, 2022 have vested. On June 23, 2023, the reporting person was granted 13,318 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 19,089 restricted stock units as of this report. On June 26, 2024, the reporting person was granted 13,011 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant. On June 25, 2025, the reporting person was granted 12,337 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

Key Figures

Shares surrendered for taxes: 5,470 shares Tax withholding price: $40.93 per share Shares from RSU exercises: 11,223 shares +5 more

8 metrics

Shares surrendered for taxes 5,470 shares Class A Common surrendered to cover withholding tax liability

Tax withholding price $40.93 per share Value used for 5,470-share tax-withholding disposition

Shares from RSU exercises 11,223 shares Total Class A Common from derivative exercises (M code)

2022 RSU grant 6,227 units Grant on June 22, 2022, vesting in four annual installments

2023 RSU grant 13,318 units Grant on June 23, 2023, four equal annual installments

2024 RSU grant 13,011 units Grant on June 26, 2024, four equal annual installments

2025 RSU grant 12,337 units Grant on June 25, 2025, four equal annual installments

RSUs owned after report 19,089 units Restricted stock units owned as of this report per footnote

Key Terms

restricted stock units, withholding tax liability, derivative security, vesting, +1 more

5 terms

restricted stock units financial

"reporting person was granted 6,227 restricted stock units, vesting in four equal annual installments"

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.

withholding tax liability financial

"Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units."

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"vesting in four equal annual installments, beginning on April 30th of each year after grant."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

subject to forfeiture financial

"Restricted stock units are subject to forfeiture under the terms and conditions of the grant."

Form 4 Insider Transactions: What Each Field Means →

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^*

Flynn Jay

(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 & GM, Research & Learning

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common	04/30/2026		M		1,557	A	$0	16,984	D
Class A Common	04/30/2026		M		3,329	A	$0	20,313	D
Class A Common	04/30/2026		M		3,253	A	$0	23,566	D
Class A Common	04/30/2026		M		3,084	A	$0	26,650	D
Class A Common	04/30/2026		F		5,470(1)	D	$40.93	21,180	D

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
Restricted Stock Units	(2)	04/30/2026		M			1,557	(3)	(3)	Class A Common	1,557	$0	0(4)	D
Restricted Stock Units	(2)	04/30/2026		M			3,329	(5)	(5)	Class A Common	3,329	$0	3,330(6)	D
Restricted Stock Units	(2)	04/30/2026		M			3,253	(7)	(7)	Class A Common	3,253	$0	6,506(6)	D
Restricted Stock Units	(2)	04/30/2026		M			3,084	(8)	(8)	Class A Common	3,084	$0	9,253(6)	D

Explanation of Responses:

1. Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.

2. 1-for-1

3. On June 22, 2022, reporting person was granted 6,227 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

4. As a result of this transaction, all restricted stock units granted on June 22, 2022 have vested.

5. On June 23, 2023, the reporting person was granted 13,318 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

6. Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 19,089 restricted stock units as of this report.

7. On June 26, 2024, the reporting person was granted 13,011 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

8. On June 25, 2025, the reporting person was granted 12,337 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

Remarks:

	/s/ Deirdre P. Silver, Attorney-In-Fact	05/04/2026
	** 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)

FAQ

What insider transaction did WLY executive Jay Flynn report?

Jay Flynn reported equity compensation activity involving restricted stock units converting into Class A Common shares. He exercised RSUs for 11,223 shares and surrendered 5,470 shares to cover withholding taxes, reflecting routine vesting mechanics instead of an open‑market trade.

Did Jay Flynn of JOHN WILEY & SONS sell WLY shares on the market?

The filing shows no open‑market sale. Instead, 5,470 shares were surrendered to satisfy withholding tax liability triggered by RSU vesting, which is recorded under transaction code F. This tax-withholding disposition differs from a discretionary sale into the market.

How many WLY restricted stock units does Jay Flynn hold after this Form 4?

Footnotes state Jay Flynn owns 19,089 restricted stock units as of this report. These RSUs represent future potential Class A Common shares, subject to vesting schedules and forfeiture conditions described in grants dated 2022, 2023, 2024, and 2025.

What RSU grants to Jay Flynn are referenced in this WLY Form 4?

The footnotes reference RSU grants of 6,227 units in 2022, 13,318 units in 2023, 13,011 units in 2024, and 12,337 units in 2025. Each grant vests in four equal annual installments beginning April 30 following grant and is subject to forfeiture conditions.

What does transaction code F mean in Jay Flynn’s WLY Form 4?

Transaction code F denotes shares used to pay exercise price or taxes. Here, 5,470 Class A Common shares were surrendered to cover withholding tax liability upon RSU vesting, which is a non-market, compensation-related disposition rather than a voluntary sale for portfolio reasons.