[Form 4] John Wiley & Sons, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 14 Jul 2025, HA Sustainable Infrastructure Capital, Inc. (HASI) filed an 8-K announcing the appointment of Nitya Gopalakrishnan, 53, as Executive Vice President & Chief Operating Officer.

Gopalakrishnan joins from BlackRock, where she most recently served as Managing Director & Head of Investment Infrastructure, SMA Solutions, following 25 years in senior platform, engineering and COO roles. The filing states there are no related-party relationships or transactions requiring disclosure.

The offer letter sets a $400 k base salary, target annual cash bonus equal to 125 % of salary, and a 20,000-share restricted-stock sign-on grant vesting over three years. She is also eligible for annual LTIP awards (~100 % of salary) and up to $100 k relocation reimbursement.

If terminated without cause, severance includes 12-months salary, an average prior-bonus payout, one year of health benefits, and full acceleration of all unvested equity.

No other material events, financial results, or transactions were disclosed.

Positive

• High-caliber hire from BlackRock brings 25 years of platform and infrastructure experience that could improve operational execution and scalability.
• Clear compensation disclosure enhances transparency and aligns incentives through a mix of cash and equity.

Negative

• Generous single-trigger severance includes full equity acceleration, potentially increasing future expense and shareholder dilution upon termination.
• Additional fixed costs (salary, relocation) add to G&A, though impact is minor relative to company size.

Insights

Corporate Governance Specialist

TL;DR: Strategic COO hire adds BlackRock pedigree; compensation typical, severance generous but not unusual—overall governance-neutral.

HASI strengthens its C-suite by recruiting an executive with deep operational and platform-integration expertise from BlackRock. The disclosed pay mix—base, bonus, equity, LTIP—is broadly market-aligned for a mid-cap infrastructure REIT. The single-trigger acceleration of equity on a without-cause termination is shareholder-friendly for retention but slightly rich compared with double-trigger norms. No related-party concerns or governance red flags emerge. Impact on governance outlook: neutral.

Equity Analyst

TL;DR: Leadership upgrade may aid execution; financial impact immaterial, share count dilution negligible.

The hire should bolster operational scale as HASI grows its sustainable-asset portfolio. Direct cash cost (~$0.4 m salary plus variable comp) is minimal relative to HASI’s ~$200 m annual G&A. The 20,000 restricted shares equate to <0.02 % of outstanding—immaterial dilution. Severance obligations introduce limited contingent liability. Because no earnings or guidance were provided, the announcement is strategically positive but not immediately valuation-moving.

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).

1. Name and Address of Reporting Person^*

Dobson David C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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
Phantom Stock Units	(1)	07/24/2025		A		243		(2)	(2)	Class A Common	243	$39.43	27,201	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	07/25/2025
	** 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

Who was appointed COO of HASI on July 14, 2025?

HASI appointed Nitya Gopalakrishnan, formerly a Managing Director at BlackRock, as Executive Vice President & Chief Operating Officer.

What is the new COO’s base salary and bonus potential at HASI?

The offer letter sets a $400,000 base salary with a target annual cash bonus equal to 125 % of salary.

How many restricted shares will the new HASI COO receive as a sign-on grant?

She will receive 20,000 restricted shares of HASI common stock, vesting annually over three years.

What severance benefits are provided if the HASI COO is terminated without cause?

Benefits include 12-months salary, average prior bonus, one year of health coverage, and immediate vesting of all unvested equity.

Does the 8-K disclose any related-party transactions involving the new COO?

No. The filing explicitly states there are no related-party relationships or transactions requiring disclosure.