Wiley Strengthens Executive Retention with Major Stock Award to Research Chief

Rhea-AI Filing Summary

Jay Flynn, EVP & GM of Research & Learning at John Wiley & Sons, received a grant of 12,337 restricted stock units (RSUs) on June 25, 2025. The RSUs convert to Class A common stock on a one-for-one basis.

Key details of the grant:

• Vesting occurs in four equal annual installments starting April 30th of each year after grant
• RSUs are subject to forfeiture under grant terms and conditions
• The grant was priced at $0, as typical for RSU awards
• Following this transaction, Flynn owns a total of 38,440 RSUs

This Form 4 filing represents a standard equity compensation grant to a senior executive, indicating continued alignment of management incentives with shareholder interests through long-term vesting requirements.

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
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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & GM, Research & Learning

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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
Restricted Stock Units	(1)	06/25/2025		A		12,337		(2)	(2)	Class A Common	12,337	$0	12,337(3)	D

Explanation of Responses:

1. Restricted stock units convert into Class A common stock on a one-for-one basis.

2. 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.

3. Represents securities owned related solely to this grant. Reporting person owns a total of 38,440 restricted stock units as of this report.

Remarks:

	/s/ Deirdre P. Silver, Attorney-In-Fact	06/27/2025
	** 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

How many restricted stock units (RSUs) did Jay Flynn receive at WLYB on June 25, 2025?

Jay Flynn, EVP & GM of Research & Learning at John Wiley & Sons, received 12,337 restricted stock units on June 25, 2025.

What is the vesting schedule for WLYB's RSUs granted to Jay Flynn in June 2025?

The restricted stock units vest in four equal annual installments, beginning on April 30th of each year after the grant date. The RSUs are subject to forfeiture under the terms and conditions of the grant.

What is the total number of RSUs Jay Flynn owns at WLYB as of June 2025?

According to the Form 4 filing, Jay Flynn owns a total of 38,440 restricted stock units at John Wiley & Sons as of the report date.

What is the conversion rate of WLYB's restricted stock units to common stock?

WLYB's restricted stock units convert into Class A common stock on a one-for-one basis.

Who is Jay Flynn at WLYB and what is his role?

Jay Flynn serves as the Executive Vice President (EVP) and General Manager (GM) of Research & Learning at John Wiley & Sons, Inc.