SCHEDULE 13D/A: Wiley Family Amends SEC Filing, Details Continued Control of John Wiley & Sons Through Class B Shares

An amendment to a Schedule 13D filing by the Wiley family details their continued significant beneficial ownership and voting control over John Wiley & Sons, Inc., primarily through Class B Common Stock, following a charitable gift and internal management changes within their holding entity.

Summary

• The filing is Amendment No. 7 to Schedule 13D for John Wiley & Sons, Inc., updating beneficial ownership information.
• It reports a charitable gift of 35,000 shares of Class A Common Stock by W. Bradford Wiley II, one of the Reporting Persons, effected on May 9, 2025.
• The Reporting Persons collectively beneficially own 3,855,505 shares of Class A Common Stock, representing 8.59% of the outstanding Class A shares and 2.87% of the combined voting power.
• They also collectively beneficially own 8,252,645 shares of Class B Common Stock, representing 92.12% of the outstanding Class B shares and 61.37% of the combined voting power.
• Including both classes, the Reporting Persons own stock representing 64.24% of the combined voting power of the Issuer.
• The Class B Common Stock has disproportionate voting power, entitling its holders to elect 7 out of 10 directors, while Class A holders elect 3 directors.
• The stated purpose of the Reporting Persons is to maintain their ability to elect a majority of the Board of Directors.

Sentiment

Score: 5

Explanation: The document is largely factual and procedural, detailing an ownership update and confirming existing control. It does not present overtly positive or negative news regarding company performance or strategy, but rather clarifies the ownership structure and intentions of the controlling family.

Positives

• The filing indicates stable, long-term control by the founding family, which can provide continuity and a clear strategic vision for John Wiley & Sons, Inc.
• The Reporting Persons have no current plans to nominate a new slate of directors, suggesting stability in the current board composition.

Negatives

• The highly concentrated voting power of the Class B shares (64.24% combined voting power) by a small group of related individuals could limit the influence of other shareholders, particularly Class A holders, on corporate governance and strategic decisions.
• The ability of Class B holders to elect 7 out of 10 directors means minority shareholders have limited say in board composition and oversight.

Risks

• **Concentrated Voting Power**: The significant control held by the Reporting Persons through Class B shares (64.24% of combined voting power) means they can effectively control the election of a majority of the board (7 out of 10 directors) and influence major corporate decisions, potentially to the detriment of other shareholders.
• **Estate Planning Sales**: The Reporting Persons reserve the right to effect sales or transfers of securities for ordinary estate planning matters, which could lead to future changes in ownership structure or market liquidity, though no specific plans are detailed.

Future Outlook

The Reporting Persons do not have any current plans to nominate a slate of directors. They may effect sales or transfers of securities of the Issuer in connection with ordinary estate planning matters, but no other specific plans or proposals are currently in place.

Management Comments

• "The Reporting Persons seek to maintain the ability to elect a majority of the Board of Directors of the Issuer."
• "The Reporting Persons do not have any current plans to nominate a slate of directors."
• "The Reporting Persons may effect sales or transfers of securities of the Issuer in connection with ordinary estate planning matters."

Industry Context

The filing highlights the continued prevalence of dual-class stock structures in some publicly traded companies, which allow founding families or specific shareholder groups to retain significant control despite not holding a majority of economic interest. This structure is common in companies with a long history or those seeking to protect a specific corporate culture or mission from short-term market pressures.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders (Class B)**: Benefit from concentrated voting power, ensuring their collective influence over the company's strategic direction and board composition.
• **Shareholders (Class A)**: Have limited influence on corporate governance and board elections due to the disproportionate voting power of Class B shares, potentially leading to concerns about minority shareholder rights.
• **Management**: Operates under the oversight of a board largely controlled by the Reporting Persons, potentially ensuring stability but also limiting independent decision-making.

Next Steps

• Reporting Persons may effect sales or transfers of securities for ordinary estate planning matters.

Key Dates

Keywords

John Wiley & Sons, SEC Filing, Schedule 13D, Beneficial Ownership, Class B Common Stock, Voting Rights, Corporate Governance, Family Control, Dual-Class Stock, Shareholder Control, Investment Management