Form 4: Wiley Director Adds 47 Phantom Stock Units

John Wiley & Sons Director Katherine Andresen acquired 47 phantom stock units valued at $31.01 each through a quarterly dividend deferral plan.

Summary

• Katherine Dunn Andresen, a Director at John Wiley & Sons, Inc. (WLY, WLYB), acquired 47 Phantom Stock Units.
• The acquisition occurred on January 15, 2026, as a result of a quarterly dividend.
• These units were deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors.
• Each Phantom Stock Unit was valued at $31.01.
• Following this transaction, Ms. Andresen beneficially owns 4,145 Phantom Stock Units.
• The units are convertible on a 1-for-1 basis into Class A Common stock and will settle upon her separation of service from the Board.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates a director's continued alignment with shareholder interests through equity ownership, even if it's a routine dividend deferral rather than an open market purchase.

Positives

• Director Katherine Andresen increased her beneficial ownership in John Wiley & Sons, Inc. by 47 Phantom Stock Units.
• The deferral of dividends into company stock units aligns the director's interests with those of shareholders.

Negatives

• The acquisition was not an open market purchase, but rather a deferral of a dividend, which does not represent new capital investment by the director.

Future Outlook

The acquired Phantom Stock Units will settle into John Wiley & Sons, Inc. Class A Common stock on a 1-for-1 basis upon Katherine Andresen's separation of service from the Board.

Industry Context

Director compensation often includes equity-based awards or deferral plans to align management and board interests with long-term shareholder value. This transaction reflects a common practice of directors deferring cash dividends into company stock units.

Corporate Governance

Related Party Transactions

• The acquisition of Phantom Stock Units by Director Katherine Andresen under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors can be considered a related party transaction as it involves compensation from the company to a director.

Stakeholder Impact

• Shareholders: Minor positive impact due to increased alignment of director's interests with long-term shareholder value.

Next Steps

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

Key Dates

Recommendation

This Form 4 filing reports a routine acquisition of phantom stock units by a director through a dividend deferral plan, rather than an open market purchase. While it indicates continued alignment of the director's interests with the company, it does not provide new material information that would significantly alter the investment thesis or warrant a change from a 'hold' recommendation based solely on this filing.

Keywords

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