John Wiley & Sons Inc.

05/04/2026 | Press release | Distributed by Public on 05/04/2026 08:26

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Flynn Jay
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
(Last) (First) (Middle)
111 RIVER STREET
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
(Street)
HOBOKEN, NJ 07030
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flynn Jay
111 RIVER STREET
HOBOKEN, NJ 07030
EVP & GM, Research & Learning

Signatures

/s/ Deirdre P. Silver, Attorney-In-Fact 05/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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