Form 4: John Wiley & Sons Director Acquires Additional Phantom Stock Units Through Dividend

John Wiley & Sons Director Brian Hemphill acquired 95 additional phantom stock units through a quarterly dividend, increasing his beneficial ownership to 10,599 units.

Summary

• Director Brian O. Hemphill acquired 95 Phantom Stock Units on July 24, 2025.
• The acquisition resulted from a quarterly dividend and was deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors.
• Each Phantom Stock Unit is convertible on a 1-for-1 basis into John Wiley & Sons, Inc. Class A Common stock.
• The price of the derivative security at the time of acquisition was $39.43 per unit.
• Following this transaction, Brian Hemphill beneficially owns a total of 10,599 Phantom Stock Units.
• The shares underlying these units will settle upon the director's separation of service from the Board.

Sentiment

Score: 7

Explanation: The acquisition of additional phantom stock units by a director, resulting from a quarterly dividend and deferred under a compensation plan, indicates continued alignment of insider interests with the company's long-term performance and shareholder returns.

Positives

• Director Brian Hemphill increased beneficial ownership of John Wiley & Sons, Inc. through the acquisition of 95 Phantom Stock Units.
• The acquisition resulted from a quarterly dividend, indicating the company's ongoing dividend distribution.
• Deferral of these units under a compensation plan aligns the director's long-term interests with the company's performance.

Future Outlook

Phantom Stock Units acquired will settle into John Wiley & Sons, Inc. Class A Common stock upon the director's separation of service from the Board.

Industry Context

This transaction is a routine insider filing reflecting a director's participation in a deferred compensation plan, common practice across various industries for aligning executive and board interests with shareholder value.

Comparison to Industry Standards

• The acquisition of phantom stock units as part of a deferred compensation plan is a common practice for director remuneration in publicly traded companies, aligning director incentives with long-term shareholder value.
• While specific comparable companies or projects are not detailed, such plans are widely adopted by peers in the publishing and education technology sectors.

Corporate Governance

Related Party Transactions

• Acquisition of 95 Phantom Stock Units by Director Brian O. Hemphill through the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors, representing a transaction between a company insider and the issuer.

Stakeholder Impact

• Shareholders may view the director's increased beneficial ownership as a positive signal of confidence in the company's long-term prospects and a demonstration of aligned interests.

Next Steps

• Phantom Stock Units will convert to Class A Common stock upon the director's separation of service from the Board.

Key Dates

Recommendation

The filing reports a routine acquisition of phantom stock units by a director as part of a deferred compensation plan and quarterly dividend reinvestment. While it indicates continued insider alignment, it does not present new material information that would significantly alter the investment thesis or warrant a change from a 'hold' position.

Keywords

John Wiley & Sons, WLY, WLYB, Form 4, Insider Transaction, Director Compensation, Phantom Stock Units, Dividend Reinvestment, Beneficial Ownership