Form 4: John Wiley & Sons Director Acquires Phantom Stock Units Through Deferred Plan

John Wiley & Sons Director Mari Jean Baker acquired 338 phantom stock units through a dividend deferral plan, increasing her total beneficial ownership to 37,866 units.

Summary

• Mari Jean Baker, a Director at John Wiley & Sons, Inc., acquired 338 Phantom Stock Units.
• The acquisition occurred on July 24, 2025.
• These units were acquired as a result of a quarterly dividend and deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors.
• Each Phantom Stock Unit is convertible 1-for-1 into John Wiley & Sons, Inc. Class A Common stock upon separation of service from the Board.
• The price of the derivative security was $39.43 per unit.
• Following this transaction, Mari Jean Baker beneficially owns 37,866 Phantom Stock Units.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director, even if through a deferred compensation plan, generally indicates continued alignment of interests with shareholders and confidence in the company's future.

Positives

• Director Mari Jean Baker increased her beneficial ownership of John Wiley & Sons, Inc. Phantom Stock Units by 338 units.
• The acquisition was part of a deferred compensation plan, indicating continued participation in the company's equity program and alignment with shareholder interests.

Future Outlook

Phantom Stock Units will settle in 100% John Wiley & Sons, Inc. Class A Common stock upon the reporting person's separation of service from the Board.

Industry Context

This transaction is an internal compensation event for a director and does not directly reflect broader industry trends. It indicates the director's continued participation in the company's equity-based compensation plans.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Acquisition of Phantom Stock Units by Director Mari Jean Baker through the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors.

Stakeholder Impact

• Shareholders: Increased alignment of director's financial interests with the company's performance due to increased equity ownership.

Next Steps

• Settlement of Phantom Stock Units into Class A Common stock upon Mari Jean Baker's separation of service from the Board.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock units by a director as part of a deferred compensation plan. While it shows continued insider alignment, it does not present new information significant enough to warrant a change in investment recommendation. It's a standard compensation event, not a discretionary open-market purchase or sale that would signal a strong change in sentiment.

Keywords

John Wiley & Sons, WLY, WLYB, SEC Form 4, Insider Transaction, Director Compensation, Phantom Stock Units, Deferred Compensation