Form 4: Wiley Director Boosts Phantom Stock Holdings

John Wiley & Sons Director David C. Dobson acquired 293 phantom stock units through a dividend deferral plan, increasing his beneficial ownership to 30,769 units.

Summary

• David C. Dobson, a Director at John Wiley & Sons, Inc. (WLY, WLYB), acquired 293 additional Phantom Stock Units.
• The transaction date for this acquisition is reported as October 23, 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 on a 1-for-1 basis into Class A Common Stock.
• The price of the derivative security (Phantom Stock Unit) at the time of acquisition was $36.98.
• Following this transaction, Mr. Dobson beneficially owns 30,769 Phantom Stock Units.
• The shares will settle upon Mr. Dobson's separation of service from the Board, converting into 100% John Wiley & Sons, Inc. Class A Common stock.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: Slightly positive, as a director increasing their stake (even through a compensation plan) can be viewed as a sign of confidence, though it's a routine event and not indicative of new strategic developments.

Positives

• The acquisition of additional phantom stock units by a director, even through a deferred compensation plan, can signal continued alignment of management interests with shareholder value.
• Participation in the company's deferred compensation plan demonstrates a commitment to long-term investment in the company.

Future Outlook

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

Industry Context

This transaction represents a routine compensation event for a director, common across publicly traded companies, where equity-based awards or deferrals are used to align director interests with long-term company performance and shareholder value. Deferred compensation plans for directors are a standard practice in corporate governance.

Comparison to Industry Standards

• The use of Phantom Stock Units as part of a director's deferred compensation plan is a common practice in the U.S. corporate landscape, aligning with compensation strategies seen in companies like Pearson plc or McGraw Hill, which also operate in the publishing and education services sector.
• The 1-for-1 conversion ratio to Class A Common Stock is standard for such equity-settled awards, ensuring direct linkage to the underlying share price performance.

Related Party Transactions

• The acquisition of Phantom Stock Units by Director David C. Dobson under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors constitutes a transaction between a related party (director) and the company, consistent with established corporate governance and compensation policies.

Stakeholder Impact

• Shareholders may view the director's increased beneficial ownership as a positive signal of management's alignment with long-term company performance.
• The transaction reinforces the company's existing compensation structure for its directors.

Next Steps

• The Phantom Stock Units will be held by David C. Dobson until his separation of service from the Board.
• Upon separation, the units will settle in 100% John Wiley & Sons, Inc. Class A Common stock.

Key Dates

Keywords

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