WLYB Insider Update: 37,503 RSUs Awarded to CEO Matthew Kissner

Rhea-AI Filing Summary

John Wiley & Sons, Inc. (tickers WLY, WLYB) disclosed via Form 4 that President & CEO Matthew Kissner received 37,503 restricted stock units (RSUs) on 26 June 2025. Each RSU converts one-for-one into Class A common stock and vests in four equal annual tranches beginning 30 April following the grant date.

The grant is coded “A” (acquisition) and carries no exercise price. After the transaction, Kissner directly holds 67,911 RSUs. No shares were sold, no options were exercised, and no other derivative activity was reported.

The filing represents routine executive equity compensation designed to align management incentives with shareholder interests and has immaterial dilution impact on the company’s float.

Positive

• 37,503 RSUs granted to CEO align management incentives with shareholders.
• No insider sales were reported, reducing negative signal risk.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine CEO RSU grant; improves alignment, limited dilution; financially neutral.

The 37,503-unit award to CEO Matthew Kissner is standard long-term incentive compensation. Four-year annual vesting promotes retention and strategic focus, while the one-for-one conversion structure provides transparent ownership stakes. Because RSUs are non-cash and represent a fraction of Wiley’s ~55 million outstanding shares, dilution is de minimis. No sales or discretionary trades were made, mitigating insider-signal concerns. Overall governance takeaway: appropriate alignment mechanism with negligible immediate balance-sheet impact.

Portfolio Manager

TL;DR: Neutral event; watch total insider ownership, but no trading signal.

This Form 4 simply registers an automatic RSU grant to the newly appointed CEO. The award lifts Kissner’s deferred equity to 67,911 units—still modest in market-value terms versus Wiley’s capitalization. As no shares were sold, the filing offers no bearish or bullish timing cue. From a portfolio perspective, share-count dilution is immaterial (<0.1%), and cash-flow impact is nil. Investors should monitor future vesting-related sales but need not adjust valuation models today.

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^*

Kissner Matthew

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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)	06/26/2025		A		37,503		(2)	(2)	Class A Common	37,503	$0	37,503(3)	D

Explanation of Responses:

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

2. On June 26, 2025, the reporting person was granted 37,503 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 67,911 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

What did John Wiley & Sons (WLYB) disclose in the latest Form 4?

The company reported a grant of 37,503 RSUs to President & CEO Matthew Kissner on 26 June 2025.

How many John Wiley RSUs does CEO Matthew Kissner now own?

Following the grant, Kissner beneficially owns 67,911 restricted stock units.

When will the newly granted RSUs to WLYB's CEO vest?

They vest in four equal annual installments beginning 30 April after the grant date.

Was any stock sold or option exercised in this Form 4 filing?

No; the filing only records an RSU acquisition coded as “A,” with zero share sales.

Does the RSU grant materially dilute John Wiley & Sons' share count?

Dilution is immaterial, representing well below 0.1% of outstanding shares.