SCHEDULE 13D/A: Wiley Family Group Updates SEC Filing, Reaffirming Significant Control Over John Wiley & Sons, Inc.

An amendment to the Schedule 13D filing by the Wiley family group details updated beneficial ownership percentages and clarifies their substantial voting control over John Wiley & Sons, Inc., following a charitable gift and changes in trust management.

Summary

• This document is Amendment No. 7 to the Schedule 13D filing for John Wiley & Sons, Inc., updating previous disclosures.
• The amendment was primarily triggered by a charitable gift of 35,000 shares of Class A Common Stock by W. Bradford Wiley II, which was effected on May 9, 2025.
• It also reflects changes in beneficial ownership stemming from the appointment of Jesse C. Wiley, Celia Wiley, and Elizabeth H. Wiley as additional managers of E.P. Hamilton Trusts LLC (EPH LLC) on September 6, 2023, leading to shared beneficial ownership of securities held by EPH LLC.
• The Reporting Persons collectively beneficially own 3,855,505 shares of Class A Common Stock, which represents 8.59% of the outstanding Class A Common Stock and 2.87% of the combined voting power of both Class A and Class B Common Stock.
• They also beneficially own 8,252,645 shares of Class B Common Stock, representing 92.12% of the outstanding Class B Common Stock and 61.37% of the combined voting power.
• In total, the Reporting Persons own or may be deemed to own stock representing 64.24% of the combined voting power of John Wiley & Sons, Inc.'s Class A and Class B Common Stock.
• Shares of Class B Common Stock possess disproportionate voting power for the election of directors, with each Class B share entitled to one vote compared to one-tenth of one vote for each Class A share.
• This structure allows holders of Class A Common Stock to elect 30% of the Board of Directors (3 directors), while holders of Class B Common Stock elect the remaining 70% (7 directors).
• The Reporting Persons collectively control over 90% of the outstanding Class B Common Stock, thereby retaining the power to elect a majority of the Board of Directors.

Sentiment

Score: 6

Explanation: The filing indicates stable, continued control by the founding family, which can be viewed positively for long-term strategic consistency. However, the concentrated voting power might be seen as a negative by some investors seeking broader shareholder influence. The charitable gift is a minor change in overall holdings.

Positives

• The Wiley family group maintains significant control over John Wiley & Sons, Inc., holding 64.24% of the combined voting power, which can provide strategic stability.
• Their control over more than 90% of Class B Common Stock ensures their ability to elect 7 out of 10 directors, providing consistent governance.
• The filing indicates no current plans to nominate a new slate of directors, suggesting continuity in board composition and strategic direction.

Negatives

• The charitable gift by W. Bradford Wiley II resulted in a reduction of 35,000 Class A shares held by one of the reporting persons, though this is a minor change in overall holdings.
• The dual-class share structure, with disproportionate voting rights for Class B shares, concentrates significant control within the Wiley family group, potentially limiting the influence of other Class A shareholders on corporate governance and strategic decisions.

Risks

• The concentration of voting power within the Wiley family group (64.24% combined voting power) means that a relatively small group of individuals can significantly influence corporate decisions, which may not always align with the interests of all shareholders.
• Future sales or transfers of securities by Reporting Persons for ordinary estate planning purposes could potentially impact the ownership structure or market perception, although no specific large-scale divestment plans are detailed.

Future Outlook

The Reporting Persons may effect sales or transfers of securities of the Issuer in connection with ordinary estate planning matters. Beyond this, they do not have any current plans or proposals that would result in significant corporate actions, but they reserve the right to study and develop such plans.

Management Comments

• "The Reporting Persons collectively have the power to vote in excess of 90% of the outstanding Class B Common Stock and, as a result, are entitled to elect seven directors."

Industry Context

NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (Class A): The continued concentration of voting power in Class B shares means Class A shareholders have limited influence over board elections and strategic decisions, despite their equity ownership.
• Shareholders (Class B): The filing confirms their strong control and ability to elect a majority of the board, ensuring their interests are paramount in governance.
• Management: The stability of the controlling shareholder group suggests continuity in strategic direction, which can provide a clear mandate for the executive team.

Next Steps

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

Key Dates

Recommendation

Keywords

John Wiley & Sons, SEC Filing, Schedule 13D, Beneficial Ownership, Voting Power, Class A Common Stock, Class B Common Stock, Corporate Governance, Family Control, Dual-Class Shares, Shareholder Structure, Estate Planning