Form 4: John Wiley & Sons Executive Reports Scheduled RSU Vesting and Tax-Related Share Disposition

John Wiley & Sons' EVP, Chief People Officer, Danielle McMahan, reported the vesting of Restricted Stock Units and the subsequent disposition of shares to cover tax obligations.

Summary

• Danielle McMahan, Executive Vice President and Chief People Officer of John Wiley & Sons, Inc., reported changes in her beneficial ownership of Class A Common stock.
• On June 30, 2025, 6,427 Restricted Stock Units (RSUs) vested and converted into Class A Common shares. These RSUs originated from Performance Stock Units awarded on June 22, 2022.
• Concurrently, 3,556 Class A Common shares were disposed of at a price of $44.63 per share to cover withholding tax liabilities due upon the RSU vesting.
• Following these transactions, Danielle McMahan directly beneficially owns 15,625 Class A Common shares.
• As of the report date, Danielle McMahan also holds a total of 19,164 restricted stock units from other grants.

Sentiment

Score: 6

Explanation: The document reports a standard, pre-scheduled executive compensation event (RSU vesting) and associated tax withholding. This is a neutral to slightly positive event for the executive, as it converts illiquid units into liquid shares, but does not indicate any new strategic or operational developments for the company.

Positives

• The vesting of 6,427 Restricted Stock Units represents the realization of a portion of executive compensation, converting illiquid units into Class A Common shares.

Negatives

• 3,556 Class A Common shares were disposed of to cover tax liabilities, which reduced the net shares received from the vesting event.

Future Outlook

No specific forward-looking statements or guidance are provided beyond the completion of this scheduled vesting event.

Industry Context

The reported transactions are routine executive compensation events, specifically the vesting of Restricted Stock Units, which are common practices across various industries for aligning executive incentives with shareholder value.

Comparison to Industry Standards

• The vesting of Restricted Stock Units and the subsequent disposition of shares to cover tax liabilities are standard practices in executive compensation across publicly traded companies.
• This aligns with typical equity compensation structures designed to incentivize long-term performance.
• No specific comparable companies, projects, or results are detailed in the filing.

Stakeholder Impact

• Shareholders: Minor impact due to the conversion of RSUs into common stock, which is a pre-planned component of executive compensation and part of the company's overall share-based compensation strategy.
• Executive (Danielle McMahan): Realization of a portion of her long-term incentive compensation, increasing her direct ownership of company stock after tax withholding.

Key Dates

Keywords

John Wiley & Sons, Inc., WLY, WLYB, SEC Form 4, insider transaction, executive compensation, Restricted Stock Units, RSU vesting, share ownership, tax withholding