John Wiley & Sons (WLY) 10% owner reports 75,000-share sale to issuer

Rhea-AI Filing Summary

John Wiley & Sons, Inc. 10% owner Deborah E. Wiley reported selling 75,000 shares of Class A common stock on January 9, 2026. The shares were sold back to the company in a private transaction under a Board-approved repurchase program as part of her estate planning. The price was $30.5287 per share, based on the five-day volume-weighted average price ending January 8, 2026.

After the sale, she held 659,529 Class A shares directly. She also had indirect beneficial ownership of additional Class A shares held through several entities and a trust, including 1,200,000 shares via WG6 LLC, 462,338 shares via EPH LLC, 301,645 shares via WBW LP, and 55,673 shares as co-trustee.

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

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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^*

WILEY DEBORAH E

(Last) (First) (Middle)

3308 EL CAMINO AVENUE

SUITE 300, BOX 60

(Street)

SACRAMENTO CA 95821

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JOHN WILEY & SONS, INC. [ WLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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
Class A Common Stock	01/09/2026		D		75,000(1)	D	$30.5287	659,529	D
Class A Common Stock								1,200,000	I	WG6 LLC(2)
Class A Common Stock								462,338	I	EPH LLC(3)
Class A Common Stock								301,645	I	WBW LP(4)
Class A Common Stock								55,673	I	Co-Trustee(5)

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

Explanation of Responses:

1. As part of the Reporting Person's estate planning, the shares were sold to the Issuer in a private transaction under a repurchase program approved by the Issuer's Board of Directors. The price per share of $30.5287 was determined based on the volume-weighted average price (VWAP) of the Issuer's Class A common stock for the five-day trading period ending on January 8, 2026.

2. Includes shares held by WG6 LLC, with respect to which the Reporting Person, Peter Booth Wiley ("PBW") and W. Bradford Wiley II ("WBW") may be deemed to share beneficial ownership.

3. Includes shares held by E.P. Hamilton Trusts LLC ("EPH LLC"), with respect to which the Reporting Person, PBW and WBW share beneficial ownership.

4. Includes shares held by W. Bradford Wiley & Associates, L.P. ("WBW LP"), with respect to which the Reporting Person, PBW and WBW share beneficial ownership.

5. Includes shares held under the Trust of Esther B. Wiley, with respect to which the Reporting Person, PBW and WBW share beneficial ownership.

	/s/ Nathaniel Wiley, attorney-in-fact for the Reporting Person	01/13/2026
	** 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 WLY report in this Form 4?

A 10% owner, Deborah E. Wiley, reported the disposition of 75,000 shares of John Wiley & Sons, Inc. Class A common stock on January 9, 2026.

At what price were the WLY shares sold by the 10% owner?

The 75,000 Class A shares were sold at $30.5287 per share, based on the five-day volume-weighted average price ending January 8, 2026.

Who bought the 75,000 WLY shares from the reporting person?

The shares were sold to John Wiley & Sons, Inc. itself in a private transaction under a Board-approved repurchase program.

Why did the reporting person sell WLY shares?

The sale was described as part of the reporting person’s estate planning and was executed under a share repurchase program approved by the company’s Board of Directors.

How many WLY shares does the reporting person own directly after the sale?

Following the transaction, the reporting person beneficially owned 659,529 Class A common shares directly.

What indirect WLY shareholdings are associated with the reporting person?

Indirect beneficial holdings include 1,200,000 shares via WG6 LLC, 462,338 via EPH LLC, 301,645 via WBW LP, and 55,673 shares held under the Trust of Esther B. Wiley where the reporting person is co-trustee.

What is the reporting person’s relationship to John Wiley & Sons, Inc.?

The reporting person is identified as a 10% owner of John Wiley & Sons, Inc. and filed this Form 4 as an individual reporting person.