Form 4: Wiley Director Mari Jean Baker Boosts Phantom Stock Holdings

John Wiley & Sons Director Mari Jean Baker acquired 476 additional phantom stock units through a quarterly dividend deferral.

Summary

• Mari Jean Baker, a Director at JOHN WILEY & SONS, INC. (WLY, WLYB), reported a change in beneficial ownership.
• On January 15, 2026, Baker acquired 476 Phantom Stock Units.
• 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 equivalent to one share of Class A Common stock.
• The price of the derivative security at the time of acquisition was $31.01.
• Following this transaction, Baker beneficially owns a total of 42,012 Phantom Stock Units.
• The shares underlying these units will settle in 100% John Wiley & Sons, Inc. Class A Common stock upon Baker's separation of service from the Board.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as a director's beneficial ownership increased, indicating continued alignment with the company's performance, even though it's a routine dividend deferral rather than an open market purchase.

Positives

• A Director's beneficial ownership increased, albeit through a routine dividend deferral, which can be viewed as a minor positive signal of continued alignment with shareholder interests.

Future Outlook

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

Industry Context

This filing represents a routine insider transaction related to a director's compensation plan, which is common across publicly traded companies. It does not provide broader industry context or trends.

Comparison to Industry Standards

• The deferral of quarterly dividends into phantom stock units is a standard practice in director compensation plans across many industries, aligning director incentives with long-term company performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The increase in a director's beneficial ownership, even through a dividend deferral, can be seen as a minor positive signal of confidence in the company's future.

Next Steps

• Shares will settle upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of phantom stock units by a director through a dividend deferral plan. While it increases the director's beneficial ownership, it is not an open market purchase and does not signal a new strategic move or significant change in company fundamentals. As such, it provides no new information that would warrant a change from a 'hold' recommendation based solely on this filing.

Keywords

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