UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~January 31, ~~2025~~2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____ to _____

Commission File No. 001-11507

JOHN WILEY & SONS, INC.

(Exact name of Registrant as specified in its charter)


New York						13-5593032
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

111 River Street, Hoboken, New Jersey						07030
(Address of principal executive offices)						Zip Code


			(201) 748-6000
			Registrant’s telephone number, including area code


			Not Applicable
			Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $1.00 per share

WLY

New York Stock Exchange

Class B Common Stock, par value $1.00 per share

WLYB

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer x			Accelerated filer o
Non-accelerated filer o			Smaller reporting company o
			Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of each of the Registrant’s classes of common stock as of ~~November~~February 3028, ~~2025~~2026 were:

Class A, par value $1.00 – 4342,~~792~~562,~~357~~549

Class B, par value $1.00 – 8,~~766~~760,~~037~~447

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Condensed Consolidated Statements of Financial Position – Unaudited as of October 31, 2025 and as of April 30, 2025	5
	Condensed Consolidated Statements of Financial Position – Unaudited as of January 31, 2026 and as of April 30, 2025	5
	Condensed Consolidated Statements of Net Income – Unaudited for the three and six months ended October 31, 2025 and 2024	6
	Condensed Consolidated Statements of Net Income (Loss) – Unaudited for the three and nine months ended January 31, 2026 and 2025	6
	Condensed Consolidated Statements of Comprehensive Income – Unaudited for the three and six months ended October 31, 2025 and 2024	7
	Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited for the three and nine months ended January 31, 2026 and 2025	7
	Condensed Consolidated Statements of Cash Flows – Unaudited for the six months ended October 31, 2025 and 2024	8
	Condensed Consolidated Statements of Cash Flows – Unaudited for the nine months ended January 31, 2026 and 2025	8
	Condensed Consolidated Statements of Shareholders' Equity – Unaudited for the three and six months ended October 31, 2025 and 2024	9
	Condensed Consolidated Statements of Shareholders' Equity – Unaudited for the three and nine months ended January 31, 2026 and 2025	9
	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1. Basis of Presentation	1211
	Note 2. Recent Accounting Standards	1312
	Note 3. Divestitures	14
	Note 4. Revenue Recognition, Contracts with Customers	1516
	Note 5. Operating Leases	1819
	Note 6. Stock-Based Compensation	2021
	Note 7. Accumulated Other Comprehensive Loss	2122
	Note 8. Reconciliation of Weighted Average Shares Outstanding	2223
	Note 9. Restructuring and Related Charges	2324
	Note 10. Segment Information	2526
	Note 11. Inventories	2829
	Note 12. Goodwill and Intangible Assets	2829
	Note 13. Income Taxes	2930
	Note 14. Retirement Plans	30
	Note 15. Debt and Available Credit Facilities	31
	Note 16. Derivative Instruments and Hedging Activities	32
	Note 17. Capital Stock and Changes in Capital Accounts	33
	Note 18. Commitments and Contingencies	35
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5856
Item 4.	Controls and Procedures	5957
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	6058
Item 1A.	Risk Factors	6058
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6058
Item 5.	Other Information	6058
Item 6.	Exhibits	6159
SIGNATURES		6260

INDEX

Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition, and results of operations. The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will,” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Examples of forward-looking statements include, among others, anticipated restructuring charges and savings, operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those described in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for our journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of our educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) our ability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year 2026 in connection with our multiyear Global Restructuring Program and completed dispositions; (xi) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; (xiii) our ability to leverage artificial intelligence technologies in our products and services, including generative artificial intelligence, large language models, machine learning, and other artificial intelligence tools; and (xiv) other factors detailed from time to time in our filings with the SEC. We undertake no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

Please refer to Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K and as revised and updated by our Quarterly Reports on Form 10-Q for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures:

We present financial information that conforms to Generally Accepted Accounting Principles in the United States of America (US GAAP). We also present financial information that does not conform to US GAAP, which we refer to as non-GAAP.

In this report, we may present the following non-GAAP performance measures:

•Adjusted Earnings Per Share (Adjusted EPS);

•Free Cash Flow less Product Development Spending;

•Adjusted Revenue;

•Adjusted Operating Income and margin;

•Adjusted Income Before Taxes;

•Adjusted Income Tax Provision;

•Adjusted Effective Tax Rate;

•EBITDA (earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA and margin; and

•Results on a constant currency basis.

INDEX

Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate our performance and calculate incentive compensation. We present these non-GAAP performance measures in addition to US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.

The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Operating Income. We present both Adjusted Operating Income and Adjusted EBITDA for each of our reportable segments as we believe Adjusted EBITDA provides additional useful information to certain investors and financial analysts for operational trends and comparisons over time. It removes the impact of depreciation and amortization expense, as well as presents a consistent basis to evaluate operating profitability and compare our financial performance to that of our peer companies and competitors.

For example:

•Adjusted EPS, Adjusted Revenue, Adjusted Operating Income and margin, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, EBITDA, and Adjusted EBITDA and margin, provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.

•Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common stock dividends, and fund share repurchases and acquisitions.

•Results on a constant currency basis remove distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance excluding the impact of foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.

In addition, we have historically provided these or similar non-GAAP performance measures and understand that some investors and financial analysts find this information helpful in analyzing our operating margins and net income, and in comparing our financial performance to that of our peer companies and competitors. Based on interactions with investors, we also believe that our non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financial results, and that there is no confusion regarding the adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures.

Non-GAAP performance measures do not have standardized meanings prescribed by US GAAP and therefore may not be comparable to the calculation of similar measures used by other companies and should not be viewed as alternatives to measures of financial results under US GAAP. The adjusted metrics have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titled US GAAP information and is not an indicator of our performance under US GAAP. Non-GAAP financial metrics that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-GAAP measures.

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION – UNAUDITED

In thousands

	October 31, 2025		April 30, 2025
	January 31, 2026		April 30, 2025
Assets:
Current assets
Cash and cash equivalents	$	6795,~~404~~115	$	85,882
Accounts receivable, net of allowance for credit losses of $13.8 million and $13.2 million, respectively	209,679		228,410
Accounts receivable, net of allowance for credit losses of $15.5 million and $13.2 million, respectively	200,220		228,410
Inventories, net	2119,~~387~~295		22,875
Prepaid expenses and other current assets	8296,~~753~~621		102,717
Total current assets	~~381~~411,~~223~~251		439,884
Technology, property and equipment, net	~~146~~141,~~796~~708		162,125
Intangible assets, net	~~581~~595,~~998~~100		595,044
Goodwill	1,~~116~~138,~~174~~748		1,121,505
Operating lease right-of-use assets	6260,~~152~~442		66,128
Other non-current assets	~~178~~214,~~396~~079		306,780
Total assets	$	2,~~466~~561,~~739~~328	$	2,691,466
Liabilities and shareholders' equity:
Current liabilities
Accounts payable	$	4750,~~654~~099	$	60,948
Accrued royalties	~~126~~177,~~130~~204		109,765
Short-term portion of long-term debt	1011,~~000~~250		10,000
Contract liabilities	~~218~~292,~~787~~840		462,693
Accrued employment costs	5269,~~796~~830		93,117
Short-term portion of operating lease liabilities	16,~~636~~242		18,282
Other accrued liabilities	6874,~~348~~950		66,051
Total current liabilities	~~540~~692,~~351~~415		820,856
Long-term debt	~~861~~796,~~713~~288		789,435
Accrued pension liability	72,~~053~~960		71,899
Deferred income tax liabilities	~~102~~106,~~986~~589		105,145
Operating lease liabilities	7673,~~278~~614		81,482
Other long-term liabilities	7369,~~169~~487		70,443
Total liabilities	1,~~726~~811,~~550~~353		1,939,260
Commitments and contingencies (Note 18)
Shareholders’ equity
Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0	—		—
Class A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,312 and 70,312 as of October 31, 2025 and April 30, 2025, respectively	70,312		70,312
Class A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,314 and 70,312 as of January 31, 2026 and April 30, 2025, respectively	70,314		70,312
Class B convertible common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,870 and 12,870 as of October 31, 2025 and April 30, 2025, respectively	12,870		12,870
Class B convertible common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,868 and 12,870 as of January 31, 2026 and April 30, 2025, respectively	12,868		12,870
Additional paid-in-capital	~~485~~490,~~009~~089		481,863
Retained earnings	1,~~609~~620,~~861~~940		1,591,168
Accumulated other comprehensive loss, net of tax	(~~481~~452,~~321~~922)		(478,920)
Less treasury shares at cost (Class A – 26,393 and 25,687 as of October 31, 2025 and April 30, 2025, respectively; Class B – 4,103 and 4,101 as of October 31, 2025 and April 30, 2025, respectively)	(956,542)		(925,087)
Less treasury shares at cost (Class A – 27,476 and 25,687 as of January 31, 2026 and April 30, 2025, respectively; Class B – 4,107 and 4,101 as of January 31, 2026 and April 30, 2025, respectively)	(991,314)		(925,087)
Total shareholders’ equity	~~740~~749,~~189~~975		752,206
Total liabilities and shareholders' equity	$	2,~~466~~561,~~739~~328	$	2,691,466

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME (LOSS) – UNAUDITED

Dollars in thousands except per share information

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Revenue, net	$	~~421~~410,~~751~~036	$	~~426~~404,~~595~~626	$	~~818~~1,~~551~~228,587	$	~~830~~1,~~404~~235,030
Costs and expenses:
Cost of sales	~~104~~107,~~388~~781		~~107~~104,~~000~~219		~~213~~321,~~647~~428		~~216~~320,~~220~~439
Operating and administrative expenses	~~225~~219,~~087~~097		~~238~~229,~~891~~960		~~465~~684,~~417~~514		~~487~~717,~~710~~670
Restructuring and related charges	67,~~032~~057		35,~~627~~574		916,~~070~~127		713,~~497~~071
Amortization of intangible assets	13,~~248~~343		1213,~~944~~042		2639,~~458~~801		2538,~~871~~913
Total costs and expenses	~~348~~347,~~755~~278		~~362~~352,~~462~~795		~~714~~1,~~592~~061,870		~~737~~1,~~298~~090,093
Operating income	7262,~~996~~758		6451,~~133~~831		~~103~~166,~~959~~717		93144,~~106~~937
Interest expense	(11,~~670~~490)		(14,~~463~~027)		(2234,~~712~~202)		(2741,~~250~~277)
Net foreign exchange transaction gains (losses)	956		(3,328)		(15)		(3,094)
Net foreign exchange transaction losses	(5,187)		(4,222)		(5,202)		(7,316)
Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale	(2,309)		369		(3,425)		6,170
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	(161)		(15,930)		(3,586)		(9,760)
Other (expense) income, net	(1,~~963~~524)		21,~~226~~021		(23,~~090~~614)		34,~~008~~029
Income before taxes	5844,~~010~~396		4818,~~937~~673		75120,~~717~~113		7190,~~940~~613
Provision for income taxes	1314,~~119~~717		841,~~479~~627		1933,~~126~~843		3274,~~918~~545
Net income	$	44,891	$	40,458	$	56,591	$	39,022
Net income (loss)	$	29,679	$	(22,954)	$	86,270	$	16,068
Earnings per share
Earnings (loss) per share
Basic	$	0.8557	$	(0.7543)	$	1.0663	$	0.7230
Diluted	$	0.8456	$	(0.7443)	$	1.0562	$	0.7129
Weighted average number of common shares outstanding
Basic	5352,~~089~~245		5453,~~191~~952		5352,~~233~~904		54,~~284~~173
Diluted	5352,~~515~~657		5453,~~850~~952		53,~~735~~371		54,~~928~~815

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) – UNAUDITED

Dollars in thousands

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Net income	$	44,891	$	40,458	$	56,591	$	39,022
Net income (loss)	$	29,679	$	(22,954)	$	86,270	$	16,068
Other comprehensive (loss) income:
Other comprehensive income (loss):
Foreign currency translation adjustment	(433,~~120)~~286		27(32,~~944~~225)		(923,~~972)~~314		4210,~~907~~682
Unamortized retirement costs, net of tax (expense) benefit of $(1,100), $(463), $(1,207), and $166, respectively	2,386		394		6,610		(1,646)
Unamortized retirement costs, net of tax benefit (expense) of $1,236, $(1,833), $29, and $(1,667), respectively	(4,987)		8,230		1,623		6,584
Unrealized (loss) gain on interest rate swaps, net of tax benefit (expense) of $411, $392, $(295), and $392, respectively	(1,180)		(1,054)		961		(9,130)
Unrealized gain (loss) on interest rate swaps, net of tax (expense) benefit of $(6), $(262), $(301), and $130, respectively	100		904		1,061		(8,226)
Total other comprehensive (loss) income	(2,914)		27,284		(2,401)		32,131
Total other comprehensive income (loss)	28,399		(23,091)		25,998		9,040
Comprehensive income	$	41,977	$	67,742	$	54,190	$	71,153
Comprehensive income (loss)	$	58,078	$	(46,045)	$	112,268	$	25,108

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED

Dollars in thousands

Six Months EndedOctober 31,

Nine Months EndedJanuary 31,

2025

2024

2026

2025

Operating activities

Net income

5686,~~591~~270

3916,~~022~~068

Adjustments to reconcile net income to net cash used in operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale

3,425

(6,170)

Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale

3,586

9,760

Amortization of intangible assets

2639,~~458~~801

2538,~~871~~913

Amortization of product development assets

711,~~663~~707

812,~~622~~669

Depreciation and amortization of technology, property and equipment

3856,~~254~~459

3958,~~478~~863

Restructuring and related charges

916,~~070~~127

713,~~497~~071

Stock-based compensation expense

1116,~~463~~808

1217,~~002~~162

Employee retirement plan expense

1624,~~829~~968

1624,~~901~~824

Other noncash charges

216,~~963~~052

913,~~238~~038

Net change in operating assets and liabilities

(~~249~~168,~~221~~466)

(~~246~~152,~~453~~118)

Net cash used in operating activities

(76,505)

(93,992)

Net cash provided by operating activities

103,312

52,250

Investing activities

Product development spending

(69,~~296~~785)

(711,~~127~~054)

Additions to technology, property and equipment

(2537,~~125~~984)

(2942,~~030~~347)

Businesses acquired in purchase transactions, net of cash acquired

—

(915)

Net cash proceeds (transferred) related to the sale of businesses and assets

114,~~132~~126

(811,~~117~~239)

Acquisitions of publication rights and other

(1020,~~273~~751)

~~700~~(4,139)

Net cash provided by (used in) investing activities

7245,~~438~~606

(4469,~~489~~694)

Financing activities

Repayments of long-term debt

(~~425~~698,~~186~~902)

(~~621~~932,~~801~~694)

Borrowings of long-term debt

~~500~~699,~~687~~989

~~805~~1,~~867~~047,013

Purchases of treasury shares

(3569,~~085~~963)

(2535,421)

Change in book overdrafts

(1110,~~280~~355)

(36,~~329)~~550

Cash dividends

(3756,~~772~~303)

(3857,~~264~~243)

Impact of tax withholding on stock-based compensation and other

(4,~~337~~438)

(34,~~969~~129)

Net cash (used in) provided by financing activities

(12139,~~973~~972)

~~113~~24,~~083~~076

Effects of exchange rate changes on cash, cash equivalents, and restricted cash

~~(1,438)~~287

(1,~~441~~615)

Cash reconciliation:

Cash and cash equivalents

85,882

99,441

Restricted cash included in Prepaid expenses and other current assets

102

Balance at beginning of period

85,932

99,543

Decrease for the period

(18,478)

(23,957)

Increase for the period

9,233

5,017

Cash and cash equivalents

6795,~~404~~115

75104,~~536~~510

Restricted cash included in Prepaid expenses and other current assets

Balance at end of period

6795,~~454~~165

75104,~~586~~560

Cash paid during the period for:

Interest

2133,~~854~~144

2640,~~305~~138

Income taxes, net of refunds

3247,~~150~~243

2943,~~082~~036

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – UNAUDITED

Dollars in thousands

	Class A common stock		Class B common stock		Additionalpaid-in capital		Retainedearnings		Accumulated other comprehensive income (loss), net of tax		Treasury stock		Totalshareholders' equity
Balance at July 31, 2025	$	70,312	$	12,870	$	479,827	$	1,583,824	$	(478,407)	$	(935,367)	$	733,059
Restricted shares issued under stock-based compensation plans	—		—		(365)		—		—		433		68
Impact of tax withholding on stock-based compensation and other	—		—		—		—		—		(24)		(24)
Stock-based compensation expense	—		—		5,547		—		—		—		5,547
Purchases of treasury shares	—		—		—		—		—		(21,584)		(21,584)
Class A common stock dividends ($0.3550 per share)	—		—		—		(15,742)		—		—		(15,742)
Class B common stock dividends ($0.3550 per share)	—		—		—		(3,112)		—		—		(3,112)
Comprehensive income, net of tax	—		—		—		44,891		(2,914)		—		41,977
Balance at October 31, 2025	$	70,312	$	12,870	$	485,009	$	1,609,861	$	(481,321)	$	(956,542)	$	740,189
Restricted shares issued under stock-based compensation plans	—		—		(290)		—		—		358		68
Impact of tax withholding on stock-based compensation and other	—		—		—		—		—		(101)		(101)
Stock-based compensation expense	—		—		5,370		—		—		—		5,370
Purchases of treasury shares	—		—		—		—		—		(35,029)		(35,029)
Class A common stock dividends ($0.3550 per share)	—		—		—		(15,488)		—		—		(15,488)
Class B common stock dividends ($0.3550 per share)	—		—		—		(3,112)		—		—		(3,112)
Common stock class conversions	2		(2)		—		—		—		—		—
Comprehensive income, net of tax	—		—		—		29,679		28,399		—		58,078
Balance at January 31, 2026	$	70,314	$	12,868	$	490,089	$	1,620,940	$	(452,922)	$	(991,314)	$	749,975

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

	Class A common stock		Class B common stock		Additionalpaid-in capital		Retainedearnings		Accumulated other comprehensive income (loss), net of tax		Treasury stock		Totalshareholders' equity
Balance at July 31, 2024	$	70,277	$	12,905	$	473,164	$	1,562,666	$	(523,592)	$	(881,747)	$	713,673
Balance at October 31, 2024	$	70,283	$	12,899	$	478,694	$	1,583,974	$	(496,308)	$	(894,287)	$	755,255
Restricted shares issued under stock-based compensation plans	—		—		(~~510~~1,424)		—(1)		—		~~597~~1,490		8765
Impact of tax withholding on stock-based compensation and other	—		—		—(61)		—		—		(~~216~~99)		(~~216~~160)
Stock-based compensation expense	—		—		65,~~040~~158		—		—		—		65,~~040~~158
Purchases of treasury shares	—		—		—		—		—		(1210,~~921~~000)		(1210,~~921~~000)
Class A common stock dividends ($0.3525 per share)	—		—		—		(15,~~988~~867)		—		—		(15,~~988~~867)
Class B common stock dividends ($0.3525 per share)	—		—		—		(3,162)		—		—		(3,162)
Common stock class conversions	6		(6)		—		—		—		—		—
Comprehensive income, net of tax	—		—		—		40,458		27,284		—		67,742
Comprehensive loss, net of tax	—		—		—		(22,954)		(23,091)		—		(46,045)
Balance at October 31, 2024	$	70,283	$	12,899	$	478,694	$	1,583,974	$	(496,308)	$	(894,287)	$	755,255
Balance at January 31, 2025	$	70,289	$	12,893	$	482,367	$	1,541,990	$	(519,399)	$	(902,896)	$	685,244

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

	Class A common stock		Class B common stock		Additionalpaid-in capital		Retainedearnings		Accumulated other comprehensive income (loss), net of tax		Treasury stock		Totalshareholders' equity
Balance at April 30, 2025	$	70,312	$	12,870	$	481,863	$	1,591,168	$	(478,920)	$	(925,087)	$	752,206
Restricted shares issued under stock-based compensation plans	—		—		(8,~~339~~629)		—		—		8,~~466~~824		~~127~~195
Impact of tax withholding on stock-based compensation and other	—		—		—		—		—		(4,~~337~~438)		(4,~~337~~438)
Stock-based compensation expense	—		—		1116,~~485~~855		—		—		—		1116,~~485~~855
Purchases of treasury shares	—		—		—		—		—		(3570,~~584~~613)		(3570,~~584~~613)
Class A common stock dividends ($0.3550 per share)	—		—		—		(3147,~~674~~162)		—		—		(3147,~~674~~162)
Class B common stock dividends ($0.3550 per share)	—		—		—		(69,~~224~~336)		—		—		(69,~~224~~336)
Comprehensive income, net of tax	—		—		—		56,591		(2,401)		—		54,190
Common stock class conversions	2		(2)		—		—		—		—		—
Balance at October 31, 2025	$	70,312	$	12,870	$	485,009	$	1,609,861	$	(481,321)	$	(956,542)	$	740,189
Comprehensive income, net of tax	—		—		—		86,270		25,998		—		112,268
Balance at January 31, 2026	$	70,314	$	12,868	$	490,089	$	1,620,940	$	(452,922)	$	(991,314)	$	749,975

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.



	Class A common stock		Class B common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss), net of tax		Treasury stock		Total shareholders' equity
Balance at April 30, 2024	$	70,259	$	12,923	$	474,406	$	1,583,348	$	(528,439)	$	(872,781)	$	739,716
Restricted shares issued under stock-based compensation plans	—		—		(9,142)		(1)		—		9,374		231
Impact of tax withholding on stock-based compensation and other	—		—		(61)		—		—		(4,068)		(4,129)
Stock-based compensation expense	—		—		17,164		—		—		—		17,164
Purchases of treasury shares	—		—		—		—		—		(35,421)		(35,421)
Class A common stock dividends ($0.3525 per share)	—		—		—		(47,937)		—		—		(47,937)
Class B common stock dividends ($0.3525 per share)	—		—		—		(9,488)		—		—		(9,488)
Common stock class conversions	30		(30)		—		—		—		—		—
Comprehensive income, net of tax	—		—		—		16,068		9,040		—		25,108



Balance at January 31, 2025	$	70,289	$	12,893	$	482,367	$	1,541,990	$	(519,399)	$	(902,896)	$	685,244

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

	Class A common stock		Class B common stock		Additionalpaid-in capital		Retainedearnings		Accumulated other comprehensive income (loss), net of tax		Treasury stock		Totalshareholders' equity
Balance at April 30, 2024	$	70,259	$	12,923	$	474,406	$	1,583,348	$	(528,439)	$	(872,781)	$	739,716
Restricted shares issued under stock-based compensation plans	—		—		(7,718)		—		—		7,884		166
Impact of tax withholding on stock-based compensation and other	—		—		—		—		—		(3,969)		(3,969)
Stock-based compensation expense	—		—		12,006		—		—		—		12,006
Purchases of treasury shares	—		—		—		—		—		(25,421)		(25,421)
Class A common stock dividends ($0.3525 per share)	—		—		—		(32,070)		—		—		(32,070)
Class B common stock dividends ($0.3525 per share)	—		—		—		(6,326)		—		—		(6,326)
Common stock class conversions	24		(24)		—		—		—		—		—
Comprehensive income, net of tax	—		—		—		39,022		32,131		—		71,153
Balance at October 31, 2024	$	70,283	$	12,899	$	478,694	$	1,583,974	$	(496,308)	$	(894,287)	$	755,255

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

Throughout this report, when we refer to “Wiley,” the “Company,” “we,” “our,” or “us,” we are referring to John Wiley & Sons, Inc. and all our subsidiaries, except where the context indicates otherwise.

Our Unaudited Condensed Consolidated Financial Statements include all the accounts of the Company and our subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the Unaudited Condensed Consolidated Financial Condition, Results of Operations, Comprehensive Income and Cash Flows for the periods presented. The Condensed Consolidated Statement of Financial Position as of April 30, 2025 was derived from audited consolidated financial statements but does not include all disclosures from the annual financial statements. Operating results for the interim period are not necessarily indicative of the results expected for the full year. All amounts are presented in United States (US) dollars, unless otherwise specified. All amounts are in thousands, except per share amounts, and approximate due to rounding. These financial statements should be read in conjunction with the most recent audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025 as filed with the SEC on June 25, 2025 (2025 Form 10-K).

Our Unaudited Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by US GAAP have been condensed or omitted. The preparation of our Unaudited Condensed Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year’s presentation.

1211

INDEX

Note 2 — Recent Accounting Standards

Recently Adopted Accounting Standards

There were no recently adopted accounting standards which would have a material impact on our condensed consolidated financial statements.

Recently Issued Accounting Standards

Codification Improvements

In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-12 "Codification Improvements," to make various technical corrections, clarifications, and other minor improvements to existing US GAAP. The amendments are intended to improve the clarity and consistency of existing guidance and are not expected to significantly change current accounting practice. This ASU is effective for us on May 1, 2027 and interim periods within the fiscal year. Early adoption is permitted. We are required to apply the amendments to Accounting Standards Codification (ASC) Topic 260, "Earnings Per Share" retrospectively. All other amendments may be applied prospectively or retrospectively. We are currently assessing the impact of the disclosure requirements on our consolidated financial statements.

Interim Reporting Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11 "Interim Reporting (Topic 270): Narrow-Scope Improvements" to amend the guidance in "Interim Reporting" (Topic 270). This ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. This ASU is effective for us on May 1, 2028 and interim periods within the fiscal year. Early adoption is permitted. We may elect to apply the ASU using a prospective or retrospective transition method. We are currently assessing the impact of the disclosure requirements on our consolidated financial statements.

Accounting for Government Grants Received by Business Entities

In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832)," to provide guidance on how business entities would recognize, measure, and present government grants received. This ASU is effective for us on May 1, 2029 and interim periods within the fiscal year. Early adoption is permitted. We may elect to apply the ASU using a modified prospective, modified retrospective, or full retrospective transition method. We are currently evaluating the impact this ASU will have on our consolidated financial statements.

Hedge Accounting Improvements

In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements." This ASU makes targeted amendments to expand the application of hedge accounting to a greater number of highly effective economic hedges in five areas: i) similar risk assessment for cash flow hedges; ii) hedging forecasted interest payments on choose-your-rate debt instruments; iii) cash flow hedges of nonfinancial forecasted transactions; iv) net written options as hedging instruments; and v) foreign-currency-denominated debt instrument as hedging instrument and hedged item (dual hedge). The ASU is intended to better reflect the economics of risk management activities and to reduce complexity in applying hedge accounting. This ASU is effective for us on May 1, 2027 and interim periods within the fiscal year. Early adoption is permitted. This ASU is applied prospectively for all hedging relationships as of the date of adoption. The impact will be based on future economic hedges after we adopt the standard.

INDEX

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the ~~Financial Accounting Standards Board (~~FASB) issued ~~Accounting Standards Update (~~ASU) 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." This ASU removes the references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable that the software will be completed and perform its intended use. This ASU is effective for us on May 1, 2028 and interim reporting periods within the fiscal year. Early adoption is permitted. We may elect to apply the ASU using a prospective, modified based on the status of the project and whether software costs were capitalized before the date of adoption, or retrospective transition method. We are currently evaluating the impact this ASU will have on our consolidated financial statements.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets." In developing reasonable and supportable forecasts as part of estimating expected credit losses on current accounts receivable and/or current contract assets, we can elect a practical expedient in accordance with this new ASU that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

This ASU is effective for us on May 1, 2026 and interim periods within the fiscal year. Early adoption is permitted. This ASU is applied prospectively if the practical expedient is elected. We are currently assessing the impact the practical expedient could have on our consolidated financial statements if elected.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses.” In January 2025, the FASB clarified the effective date of this guidance with the issuance of ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” This ASU requires disclosure about specific types of expenses included in expense captions including purchases of inventory, employee compensation, depreciation, amortization, and depletion. This ASU is effective for our annual disclosures starting fiscal year 2028 and interim periods starting in fiscal year 2029. Early adoption is permitted. A public entity should apply the amendments in this ASU on a prospective basis with the option to apply the standard retrospectively. We are currently assessing the impact of the disclosure requirements on our consolidated financial statements.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” This ASU enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. This ASU is effective for our annual disclosures starting fiscal year 2026. Early adoption is permitted. A public entity should apply the amendments in this ASU on a prospective basis with the option to apply the standard retrospectively. We are currently ~~assessing~~evaluating the ~~impact~~new ~~of the~~ disclosure requirements onfor our consolidated financial statements that will be included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026 .

INDEX

Note 3 — Divestitures

We recorded net pretax (loss) ~~gain~~ on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
CrossKnowledge	$	(2,309)	$	(438)	$	(2,309)	$	3,922
Wiley Edge	$	(161)	$	(15,566)	$	(161)	$	(14,778)
University Services	—		—		(934)		1,489
CrossKnowledge	—		275		(2,309)		4,197
Wiley Edge	—		956		—		788
University Services	—		(639)		(934)		850
Tuition Manager	—		—		—		120
Other disposition activity	—		~~(149)~~—		(182)		(149)
Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(2,309)	$	369	$	(3,425)	$	6,170
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(161)	$	(15,930)	$	(3,586)	$	(9,760)

These charges are reflected in Net (loss) ~~gain~~ on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

CrossKnowledge

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the three and six months ended October 31, 2025, we recognized a loss of $2.3 million related to the sale of this business. Included in the selling price for CrossKnowledge was contingent consideration in the form of an earnout. Due to adverse changes in market conditions during the three months ended October 31, 2025, the business outlook was negatively affected. This would result in no payments being made to Wiley during each of the respective periods. We reduced the fair value of the CrossKnowledge earnout from $1.8 million at the time of sale to zero as of October 31, 2025. In addition, in the three and six months ended October 31, 2025 we recorded a write-off of $0.5 million related to an uncollectible receivable related to CrossKnowledge.

In the three months ended October 31, 2024, upon the completion of the sale we recognized an additional loss of $0.5 million due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group. This resulted in a net reduction in the loss of $3.9 million in the six months ended October 31, 2024.

University Services

On January 1, 2024, we completed the sale of University Services which was included in our Held for Sale or Sold segment. On June 5, 2025, Wiley entered into an agreement with Metis Aggregator L.P. and Vistria AP Aggregator, LLC to sell the unsecured promissory note (University Services Seller Note), the contingent consideration in the form of an earnout (University Services Earnout) for fiscal year 2026, and the TVG Investment, and agreed with Education Services Upper Holdings Corp. (Upper Holdings) and Academic Partnerships LLC (Academic Partnerships) on the fiscal year 2025 University Services Earnout for total cash consideration of $119.5 million (Sale Agreement) which was fully paid in June 2025. As a result of this Sale Agreement, all amounts due to Wiley in accordance with the Membership Interest and Asset Purchase Agreement (University Services Agreement) with Academic Partnerships, and Upper Holdings have been settled. As a result of the sale of these assets, we recognized an additional pretax loss of $0.9 million in the six months ended October 31, 2025.

In the six months ended October 31, 2024, we recognized a reduction to the pretax loss on sale of $1.5 million due to third-party customer consents and working capital adjustments.

Wiley Edge

On May 31, 2024, we completed the sale of Wiley Edge with the exception of its India operations which sold on August 31, 2024, which was included in our Held for Sale or Sold segment. In the ~~six~~three and nine months ended ~~October~~January 31, ~~2024~~2026, ~~upon the completion of the sale,~~ we ~~recognized~~recorded a ~~net~~write-off ~~gain~~ of $0.82 million, ~~which~~related ~~included $1.0 million in the three months ended October 31, 2024, primarily due~~ to ~~the~~an ~~sale~~uncollectible ofreceivable ~~the~~related ~~India operations, partially offset by subsequent changes in the costs~~ to ~~sell~~Wiley Edge.

~~The~~Upon ~~selling~~the ~~price~~completion ~~for Wiley Edge included an unsecured promissory note (Inspirit Seller Note). As~~ of ~~October 31,~~the ~~2025 and April 30~~sale, ~~2025,~~we ~~the~~recognized ~~Inspirit~~a ~~Seller~~net ~~Note~~loss ~~receivable inclusive~~ of ~~interest is~~ $14.98 million ~~and $14.4 million, respectively, and is reflected~~ in ~~Other~~the ~~non-current~~nine ~~assets~~months inended ~~our Unaudited Condensed Consolidated Statements of Financial Position. The Inspirit Seller Note matures on May~~ January 31, ~~2028~~2025 ~~and~~primarily isdue ~~prepayable~~to atsubsequent ~~par~~changes ~~plus~~in ~~accrued interest at any time and also if certain conditions are met. The Inspirit Seller Note bears interest at~~ the ~~rate~~fair ofvalue 8%less ~~per~~costs ~~annum~~to ~~commencing on May 31~~sell, ~~2024,~~partially ~~increasing~~offset by ~~1% per annum each year on~~ the ~~anniversary~~sale of ~~issuance. Interest income from~~ the ~~note~~India ~~receivable~~operations. ~~represents~~We ~~non~~recognized ~~operating~~a ~~income~~net ~~and~~loss ~~was~~of $015.~~3 million and $0.~~6 million ~~for~~in the three ~~and six~~ months ended ~~October~~January 31, 2025, ~~respectively,~~due ~~and~~to ~~$0.3~~subsequent ~~million~~changes ~~and~~in ~~$0.5~~the ~~million~~fair ~~for~~value ~~the~~less ~~three~~costs ~~and~~to ~~six~~sell. In the three months ended ~~October~~January 31, ~~2024~~2025, ~~respectively.~~we ~~These~~reduced ~~amounts~~the ~~are~~fair ~~included~~value inof ~~Other~~the ~~(expense)~~Wiley ~~income,~~Edge ~~net~~Earnout onfrom $15.0 million at the ~~Unaudited~~time ~~Condensed Consolidated Statements~~ of ~~Net~~sale ~~Income~~to zero.

The selling price for Wiley Edge included an unsecured promissory note (Inspirit Seller Note). As of January 31, 2026 and April 30, 2025, the Inspirit Seller Note receivable inclusive of interest is $15.2 million and $14.4 million, respectively, and is reflected in Other non-current assets in our Unaudited Condensed Consolidated Statements of Financial Position. The Inspirit Seller Note matures on May 31, 2028 and is prepayable at par plus accrued interest at any time and also if certain conditions are met. The original interest rate of the Inspirit Seller Note was 8% per annum commencing on May 31, 2024, increasing by 1% per annum each year on the anniversary of issuance.

In November 2025, the Inspirit Seller Note was amended to provide that interest would cease to accrue prospectively from and including January 5, 2026 (Interest End Date). As a result, no further interest accrues or is payable on the outstanding principal amount of the Inspirit Seller Note from and after the Interest End Date. We also entered into an arrangement with Inspirit whereby we will receive a contingent payment equal to 120% of the foregone interest upon the future occurrence of certain sale or exit events if it exceeds a certain amount of proceeds. As of January 31, 2026, the likelihood and amount of any future payment was not determinable, and no amounts have been recognized related to this contingent arrangement.

Interest income from the note receivable represents non operating income and was $0.3 million and $0.9 million for the three and nine months ended January 31, 2026, respectively, and $0.3 million and $0.7 million for the three and nine months ended January 31, 2025, respectively. These amounts are included in Other (expense) income, net on the Unaudited Condensed Consolidated Statements of Net Income (Loss).

INDEX

CrossKnowledge

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the nine months ended January 31, 2026, we recognized a loss of $2.3 million related to the sale of this business. Included in the selling price for CrossKnowledge was contingent consideration in the form of an earnout. Due to adverse changes in market conditions during the nine months ended January 31, 2026, the business outlook was negatively affected. This would result in no payments being made to Wiley during each of the respective periods. We reduced the fair value of the CrossKnowledge earnout from $1.8 million at the time of sale to zero. In addition, in the nine months ended January 31, 2026 we recorded a write-off of $0.5 million related to an uncollectible receivable related to CrossKnowledge.

In the nine months ended January 31, 2025, upon the completion of the sale, we recognized a net gain of $4.2 million due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group. We recognized a net gain of $0.3 million in the three months ended January 31, 2025 due to subsequent changes in the carrying amount of the disposal group.

University Services

In the nine months ended January 31, 2025, we recognized a net gain of $0.9 million due to third-party customer consents and working capital adjustments, partially offset by subsequent changes in the costs to sell. We recognized a net loss of $0.6 million in the three months ended January 31, 2025 due to subsequent changes in the costs to sell.

INDEX

Note 4 — Revenue Recognition, Contracts with Customers

Disaggregation of Revenue

The following table presents our revenue from contracts with customers disaggregated by segment and product type.

Three Months EndedOctober 31,

Six Months EndedOctober 31,

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

2025

2024

2025

2024

2026

2025

2026

2025

Research:

Research Publishing

~~241~~233,~~382~~435

~~222~~225,~~667~~874

~~473~~706,~~209~~644

~~453~~679,~~618~~492

Research Solutions

3740,~~132~~684

3941,~~218~~670

86127,~~997~~681

73115,~~576~~246

Total Research

~~278~~274,~~514~~119

~~261~~267,~~885~~544

~~560~~834,~~206~~325

~~527~~794,~~194~~738

Learning:

Academic

8780,~~030~~108

9478,~~788~~795

~~142~~222,~~502~~610

~~154~~233,~~752~~547

Professional

5655,~~207~~809

6658,~~726~~287

~~115~~171,~~843~~652

~~131~~189,~~076~~363

Total Learning

~~143~~135,~~237~~917

~~161~~137,~~514~~082

~~258~~394,~~345~~262

~~285~~422,~~828~~910

Held for Sale or Sold

—

~~3,196~~—

—

17,382

Total Revenue

~~421~~410,~~751~~036

~~426~~404,~~595~~626

~~818~~1,~~551~~228,587

~~830~~1,~~404~~235,030

The following information describes our disaggregation of revenue by segment and product type. Overall, the majority of our revenue is recognized over time.

Research

Total Research revenue was $~~278~~274.51 million and $~~560~~834.23 million in the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, respectively. Research products are sold and distributed globally through multiple channels. The majority of revenue generated from Research products is recognized over time.

We disaggregated revenue by Research Publishing and Research Solutions to reflect the different type of products and services provided.

Research Publishing Products

Research Publishing products provide scientific, technical, medical, and scholarly journals, as well as related content and services to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals. Research Publishing revenue was $~~241~~233.4 million and $~~473~~706.26 million in the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, respectively, and the majority is recognized over time.

In the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, Research Publishing products generated approximately 8788% and 88%, respectively, of their revenue from contracts with its customers from Journal Subscriptions (pay to read) and Transformational Agreements (read and publish) under multiyear arrangements, and Open Access (pay to publish). The remaining revenue is from Licensing and ancillary products.

Research Solutions Products and Services

Research Solutions revenue was $3740.17 million and $87127.07 million in the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, respectively, and the majority is recognized over time.

1516

INDEX

Research Solutions products and services generated approximately 4548% and 5754% of their revenue in the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, respectively, from contracts with customers that include artificial intelligence (AI) license revenue that includes content which Wiley has licensed from other publishers; and platform and workflow solutions for societies and publishers, which includes production and content hosting, submissions and peer review support, editorial, and copy editing services. Included within platforms is our Atypon® publishing platform for societies and publishers. The remainder of the revenue within Research Solutions from contracts with customers includes corporate solutions such as managed services which includes advertising, and full sales and marketing services for publishers and societies; recruitment platform and services; spectral databases; and projects which includes content creation and distribution, digital events, and webinars.

Learning

Total Learning revenue was $~~143~~135.29 million and $~~258~~394.3 million in the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, respectively. We disaggregated revenue by Academic and Professional to reflect the different types of products and services provided.

Academic

Academic products revenue was $8780.01 million and $~~142~~222.56 million in the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, respectively. Products and services including scientific, professional, and education print and digital books, and digital courseware to libraries, corporations, students, professionals, and researchers. Products are developed for worldwide distribution through multiple channels, including chain and online booksellers, libraries, colleges and universities, corporations, direct to consumer, websites, distributor networks and other online applications.

In the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, Academic products generated approximately 5749% and 5955%, respectively, of their revenue from contracts with their customers for print and digital publishing, which is recognized at a point in time. Digital Courseware products in the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, generated approximately 3639% and 2832%, respectively, of their revenue from contracts with their customers which is recognized over time. The remainder of their revenues were from Licensing and ancillary products, which have a mix of revenue recognized at a point in time and over time.

Professional

Professional products revenue was $5655.28 million and $~~115~~171.87 million in the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, respectively. Professional provides learning, development, publishing, and assessment services for businesses and professionals. Our professional publishing produces books, which includes business and finance, technology, professional development for educators, test preparation books and other professional categories, as well as the For Dummies® brand. Products are sold to brick-and-mortar and online retailers, wholesalers who supply such bookstores, college bookstores, individual practitioners, corporations, and government agencies.

In the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, Professional products generated approximately 5255% and 5152%, respectively, of their revenue from contracts with their customers for professional publishing, which is recognized at a point in time. Our assessments offering, in the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, generated approximately 3528% and 3332%, respectively, of their revenue from contracts with their customers which has a mix of revenue recognized at a point in time and over time. The remainder of Professional revenues were from Licensing and ancillary products which has a mix of revenue recognized at a point in time and over time.

Accounts Receivable, net and Contract Liability Balances

When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria have been met.

1617

INDEX

The following table provides information about accounts receivable, net and contract liabilities from contracts with customers.

	October 31, 2025		April 30, 2025		(Decrease)/Increase
	January 31, 2026		April 30, 2025		(Decrease)/Increase
Balances from contracts with customers:
Accounts receivable, net	$	~~209~~200,~~679~~220	$	228,410	$	(1828,~~731~~190)
Contract liabilities (1)	$	~~218~~292,~~787~~840	$	462,693	$	(~~243~~169,~~906~~853)
Contract liabilities (included in Other long-term liabilities)	$	18,~~495~~215	$	16,725	$	1,~~770~~490

(1) The sales return reserve recorded in Contract liabilities is $1415.9 million and $15.1 million, as of ~~October~~January 31, ~~2025~~2026 and April 30, 2025, respectively.

For the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, we estimate that we recognized as revenue approximately 7498% of the current contract liability balance at April 30, 2025. For the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, we estimated that we recognized as revenue approximately 7497% of the current contract liability balance at April 30, 2024.

The decrease in contract liabilities excluding the sales return reserve was primarily driven by revenue earned on journal subscription agreements, transformational agreements, and open access, partially offset by renewals of journal subscription agreements, transformational agreements, and open access.

Remaining Performance Obligations included in Contract Liability

As of ~~October~~January 31, ~~2025~~2026, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $~~237~~311.31 million, which includes the sales return reserve of $1415.9 million. Excluding the sales return reserve, we expect that approximately $~~203~~277.90 million will be recognized in the next twelve months with the remaining $18.52 million to be recognized thereafter.

Assets Recognized for the Costs to Fulfill a Contract

Costs to fulfill a contract are directly related to a contract that will be used to satisfy a performance obligation in the future and are expected to be recovered. These costs are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. These types of costs are incurred in Research Solutions services which includes customer specific implementation costs per the terms of the contract.

Our assets associated with incremental costs to fulfill a contract, were $21.05 million and $2.2 million at ~~October~~January 31, ~~2025~~2026 and April 30, 2025, respectively, and are included within Other non-current assets on our Unaudited Condensed Consolidated Statements of Financial Position. We recorded amortization expense related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Income (Loss) as follows:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Amortization expense	$	~~187~~510	$	~~277~~370	$	~~464~~974	~~583~~954

1718

INDEX

Sales and value-added taxes are excluded from revenues. Shipping and handling costs, which are primarily incurred within the Learning segment, occur before the transfer of control of the related goods. Therefore, in accordance with the revenue standard, it is not considered a promised service to the customer and would be considered a cost to fulfill our promise to transfer the goods. Costs incurred for third party shipping and handling are primarily reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Income (Loss) and were incurred as follows:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Shipping and handling costs	$	5,~~961~~668	$	65,~~098~~922	$	1117,~~541~~209	$	1117,~~912~~834

Note 5 — Operating Leases

We have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and office equipment.

WeFor ~~determine~~operating ifleases, ~~an arrangement is a lease at inception of~~ the ~~contract in accordance with guidance detailed in the lease standard and we perform the lease classification test as of the lease commencement date. Right~~right-of-use (ROU) assets ~~represent our right to use an underlying asset for the lease term~~ and ~~lease~~ liabilities ~~represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities~~ are ~~recognized~~presented aton ~~commencement~~our ~~date~~Unaudited ~~based~~Condensed onConsolidated ~~the~~Statements ~~present value~~ of ~~lease~~Financial ~~payments~~Position ~~over~~as ~~the lease term.~~follows:

The present value of the lease payments is calculated using an incremental borrowing rate, which was determined based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We use an unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate.





	January 31, 2026		April 30, 2025
Operating lease ROU assets	$	60,442	$	66,128
Short-term portion of operating lease liabilities	16,242		18,282
Operating lease liabilities, non-current	$	73,614	$	81,482

We recognize operating lease expense on a straight-line basis over the term of the lease. Lease payments may be fixed or variable. Only lease payments that are fixed, in-substance fixed or depend on a rate or index are included in determining the lease liability. Variable lease payments include payments made to the lessor for taxes, insurance and maintenance of the leased asset and are recognized as operating costs as incurred.

We apply certain practical expedients allowed by ASC 842, "Leases." Leases that are more than one year in duration are capitalized and recorded on our Unaudited Condensed Consolidated Statements of Financial Position. Leases with an initial term of 12 months or less are recognized as short term lease operating costs on a straight-line basis over the term. We have also elected to account for the lease and non-lease components as a single component. Some of our leases offer an option to extend the term of such leases. We utilize the reasonably certain threshold criteria in determining which options we will exercise.

For operating leases, the ROU assets and liabilities are presented on our Unaudited Condensed Consolidated Statements of Financial Position as follows:

	October 31, 2025		April 30, 2025
Operating lease ROU assets	$	62,152	$	66,128
Short-term portion of operating lease liabilities	16,636		18,282
Operating lease liabilities, non-current	$	76,278	$	81,482

As a result of our restructuring programs, which included the exit of certain leased office space, we recorded restructuring and related charges, which included impairment charges, the acceleration of expense, and ongoing facility charges associated with certain operating lease ROU assets. See Note 9, “Restructuring and Related Charges” for more information on this program and the charges incurred.

INDEX

Our total net lease costs are as follows:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Operating lease cost	$	3,~~559~~526	$	3,~~673~~947	$	710,~~163~~689	$	711,~~128~~075
Variable lease cost	217		~~212~~153		~~427~~644		~~455~~607
Short-term lease cost	7696		82115		~~178~~274		~~214~~330
Sublease income	(9192)		(~~118~~73)		(~~186~~278)		(~~407~~481)
Total net lease cost (1)	$	3,~~761~~747	$	34,~~849~~142	$	711,~~582~~329	$	711,~~390~~531

(1) Total net lease cost does not include those costs and sublease income for operating leases we had identified as part of our restructuring programs that would be subleased. The costs and sublease income for those leases are included in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss). See Note 9, “Restructuring and Related Charges” for more information on these programs.

Other supplemental information includes the following:

	Six Months EndedOctober 31,
	2025			2024
Weighted-average remaining contractual lease term (years)	6			7
Weighted-average discount rate	6.21		%	6.13		%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	11,656		$	10,741
Operating lease liabilities arising from obtaining ROU assets	$	2,046		$	447

The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in our Unaudited Condensed Consolidated Statement of Financial Position as of October 31, 2025:

Fiscal Year	Operating LeaseLiabilities
2026 (remaining 6 months)	$	11,376
2027	19,377
2028	16,347
2029	15,078
2030	14,609
Thereafter	35,994
Total future undiscounted minimum lease payments	112,781
Less: Imputed interest	19,867
Present value of minimum lease payments	92,914
Less: Current portion	16,636
Noncurrent portion	$	76,278

INDEX

Other supplemental information includes the following:




	Nine Months Ended January 31,
	2026			2025

Weighted-average remaining contractual lease term (years)	6			7
Weighted-average discount rate	6.22		%	6.13		%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	17,492		$	16,358
Operating lease liabilities arising from obtaining ROU assets	$	2,647		$	556


Fiscal Year	Operating Lease Liabilities
2026 (remaining 3 months)	$	5,641
2027	19,929
2028	16,827
2029	15,208
2030	14,731
Thereafter	36,131
Total future undiscounted minimum lease payments	108,467

Less: Imputed interest	18,611

Present value of minimum lease payments	89,856

Less: Current portion	16,242

Noncurrent portion	$	73,614

INDEX

Note 6 — Stock-Based Compensation

The Company provides stock-based compensation to its employees and non-employee directors, which may include restricted stock units (RSU), performance-based stock awards (PSU), and stock options (collectively, stock-based awards). We recognize the grant date fair value of stock-based compensation in net income generally on a straight-line basis, net of estimated forfeitures over the requisite service period. We recognized stock-based compensation expense on a pretax basis as follows:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Stock-based compensation expense	$	5,~~564~~345	$	65,~~034~~160	$	1116,~~463~~808	$	1217,~~002~~162

Performance-Based and Other Restricted Stock Activity

Under the terms of our long-term incentive plans, PSU awards are payable in restricted shares of our Class A Common Stock upon the achievement of certain three-year or less financial performance-based targets. The measurement of performance is based on actual financial results for targets established up to three years in advance or less. During each three-year period or less, we adjust compensation expense based upon our best estimate of expected performance.

We may also grant individual RSU awards payable in restricted shares of our Class A Common Stock to key employees in connection with their employment.

The following table summarizes awards we granted to employees (shares in thousands):

	Six Months EndedOctober 31,
	Nine Months EndedJanuary 31,
		2025		2024
		2026		2025
Restricted Stock:
Awards granted (shares)		~~552~~598		~~708~~722
Weighted average fair value of grant		$	4342.7178	$	43.0103

Stock Option Activity

There were no stock option awards granted during the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025.

INDEX

Note 7 — Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss by component, net of tax, for the three and six months ended October 31, 2025 and 2024 were as follows:

	ForeignCurrencyTranslation		UnamortizedRetirementCosts		InterestRate Swaps		Total
Balance at July 31, 2025	$	(270,400)	$	(204,966)	$	(3,041)	$	(478,407)
Other comprehensive (loss) income before reclassifications	(4,120)		1,067		(830)		(3,883)
Amounts reclassified from accumulated other comprehensive loss	—		1,319		(350)		969
Total other comprehensive (loss) income	(4,120)		2,386		(1,180)		(2,914)
Balance at October 31, 2025	$	(274,520)	$	(202,580)	$	(4,221)	$	(481,321)
Balance at April 30, 2025	$	(264,548)	$	(209,190)	$	(5,182)	$	(478,920)
Other comprehensive (loss) income before reclassifications	(9,972)		2,785		1,753		(5,434)
Amounts reclassified from accumulated other comprehensive loss	—		3,825		(792)		3,033
Total other comprehensive (loss) income	(9,972)		6,610		961		(2,401)
Balance at October 31, 2025	$	(274,520)	$	(202,580)	$	(4,221)	$	(481,321)

	ForeignCurrencyTranslation		UnamortizedRetirementCosts		InterestRate Swaps		Total
Balance at July 31, 2024	$	(318,864)	$	(202,962)	$	(1,766)	$	(523,592)
Other comprehensive income (loss) before reclassifications	4,717		(1,142)		189		3,764
Amounts reclassified from accumulated other comprehensive loss	23,227		1,536		(1,243)		23,520
Total other comprehensive income (loss)	27,944		394		(1,054)		27,284
Balance at October 31, 2024	$	(290,920)	$	(202,568)	$	(2,820)	$	(496,308)
Balance at April 30, 2024	$	(333,827)	$	(200,922)	$	6,310	$	(528,439)
Other comprehensive income (loss) before reclassifications	19,680		(4,691)		(6,599)		8,390
Amounts reclassified from accumulated other comprehensive loss	23,227		3,045		(2,531)		23,741
Total other comprehensive income (loss)	42,907		(1,646)		(9,130)		32,131
Balance at October 31, 2024	$	(290,920)	$	(202,568)	$	(2,820)	$	(496,308)

In connection with the sale of Wiley Edge and CrossKnowledge, in the three and six months ended October 31, 2024, we reclassified $23.2 million of cumulative translation adjustments out of Accumulated Other Comprehensive Loss and included in the Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Income.

INDEX

~~During~~Note ~~the~~7 ~~three~~— and six months ended October 31, 2025, pretax actuarial losses included in Unamortized Retirement Costs of approximately $2.2 million and $4.3 million, respectively, and in the three and six months ended October 31, 2024, of approximately $2.0 million and $4.1 million, respectively, were amortized from Accumulated ~~other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and administrative expenses and~~ Other ~~(expense)~~Comprehensive ~~income, net on our Unaudited Condensed Consolidated Statements of Net Income.~~Loss

Changes in Accumulated other comprehensive loss by component, net of tax, for the three and nine months ended January 31, 2026 and 2025 were as follows:



	Foreign Currency Translation		Unamortized Retirement Costs		Interest Rate Swaps		Total
Balance at October 31, 2025	$	(274,520)	$	(202,580)	$	(4,221)	$	(481,321)
Other comprehensive income (loss) before reclassifications	33,286		(6,598)		88		26,776
Amounts reclassified from accumulated other comprehensive loss	—		1,611		12		1,623
Total other comprehensive income (loss)	33,286		(4,987)		100		28,399
Balance at January 31, 2026	$	(241,234)	$	(207,567)	$	(4,121)	$	(452,922)

Balance at April 30, 2025	$	(264,548)	$	(209,190)	$	(5,182)	$	(478,920)
Other comprehensive income (loss) before reclassifications	23,314		(3,813)		1,841		21,342
Amounts reclassified from accumulated other comprehensive loss	—		5,436		(780)		4,656
Total other comprehensive income	23,314		1,623		1,061		25,998
Balance at January 31, 2026	$	(241,234)	$	(207,567)	$	(4,121)	$	(452,922)



	Foreign Currency Translation		Unamortized Retirement Costs		Interest Rate Swaps		Total
Balance at October 31, 2024	$	(290,920)	$	(202,568)	$	(2,820)	$	(496,308)
Other comprehensive (loss) income before reclassifications	(32,225)		6,703		1,525		(23,997)
Amounts reclassified from accumulated other comprehensive loss	—		1,527		(621)		906
Total other comprehensive (loss) income	(32,225)		8,230		904		(23,091)
Balance at January 31, 2025	$	(323,145)	$	(194,338)	$	(1,916)	$	(519,399)

Balance at April 30, 2024	$	(333,827)	$	(200,922)	$	6,310	$	(528,439)
Other comprehensive (loss) income before reclassifications	(12,545)		2,012		(5,074)		(15,607)
Amounts reclassified from accumulated other comprehensive loss	23,227		4,572		(3,152)		24,647
Total other comprehensive income (loss)	10,682		6,584		(8,226)		9,040
Balance at January 31, 2025	$	(323,145)	$	(194,338)	$	(1,916)	$	(519,399)

In connection with the sale of Wiley Edge and CrossKnowledge, in the nine months ended January 31, 2025, we reclassified $23.2 million of cumulative translation adjustments out of Accumulated Other Comprehensive Loss and included in the Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Income (Loss).

During the three and nine months ended January 31, 2026, pretax actuarial losses included in Unamortized Retirement Costs of approximately $2.1 million and $6.4 million, respectively, and in the three and nine months ended January 31, 2025, of approximately $2.0 million and $6.1 million, respectively, were amortized from Accumulated other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and

administrative expenses and Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Our policy for releasing the income tax effects from accumulated other comprehensive (loss) income is to release when the corresponding pretax accumulated other comprehensive (loss) income items are reclassified to earnings.

Note 8 — Reconciliation of Weighted Average Shares Outstanding

Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share further includes any common shares available to be issued upon the exercise of unvested, outstanding restricted stock units and other stock awards if such inclusions would be dilutive. The shares associated with PSU awards are considered contingently issuable shares and are included in the diluted weighted average number of common shares outstanding based on when they have met the performance conditions, and when their effect is dilutive. We determine the potentially dilutive common shares for all awards using the treasury stock method.

A reconciliation of the shares used in the computation of earnings per share follows (shares in thousands):

	Three Months EndedOctober 31,		Six Months EndedOctober 31,
	2025	2024	2025	2024
Weighted average shares outstanding	53,089	54,191	53,233	54,284
Shares used for basic earnings per share	53,089	54,191	53,233	54,284
Dilutive effect of unvested restricted stock units and other stock awards	426	659	502	644
Shares used for diluted earnings per share	53,515	54,850	53,735	54,928
Antidilutive options to purchase Class A common shares, restricted shares, and contingently issuable restricted stock which are excluded from the table above	1,044	581	948	598

INDEX

Note 8 — Reconciliation of Weighted Average Shares Outstanding

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share further includes any common shares available to be issued upon the exercise of unvested, outstanding restricted stock units and other stock awards if such inclusions would be dilutive. The shares associated with PSU awards are considered contingently issuable shares and are included in the diluted weighted average number of common shares outstanding based on when they have met the performance conditions, and when their effect is dilutive. We determine the potentially dilutive common shares for all awards using the treasury stock method.

A reconciliation of the shares used in the computation of earnings (loss) per share follows (shares in thousands):




	Three Months Ended January 31,		Nine Months Ended January 31,
	2026	2025	2026	2025
Weighted average shares outstanding	52,245	53,952	52,904	54,173
Shares used for basic earnings (loss) per share	52,245	53,952	52,904	54,173
Dilutive effect of unvested restricted stock units and other stock awards	412	—	467	642
Shares used for diluted earnings (loss) per share	52,657	53,952	53,371	54,815
Antidilutive options to purchase Class A common shares, restricted shares, and contingently issuable restricted stock which are excluded from the table above	1,173	1,190	1,106	514

In calculating diluted net loss per common share for the three months ended January 31, 2025, our diluted weighted average number of common shares outstanding excludes the effect of unvested restricted stock units and other stock awards as the effect was antidilutive. This occurs when a net loss is reported and the effect of using dilutive shares is antidilutive.

INDEX

Note 9 — Restructuring and Related Charges

Global Restructuring Program

The Company began a global restructuring program in fiscal year 2023, which aimed to enhance Wiley’s position and drive profitability (Global Restructuring Program) which was expanded in fiscal year 2024. This program included severance related charges for the elimination of certain positions, the exit of certain leased office space, and the reduction of our occupancy at other facilities. Under this program, we reduced our real estate square footage occupancy by approximately 35%.

In the fourth quarter of fiscal year 2025, the program was further extended due to the completion of our divestitures with a focus on optimizing our cost structure, with particular emphasis on aligning our technology costs and other corporate expenses. As a result of these initiatives, this expanded program includes severance related charges, facility-related costs associated with certain properties, and other activities.

The following tables summarize the pretax restructuring and related charges (credits) related to the Global Restructuring Program:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,				Total ChargesIncurred to Date
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,				Total ChargesIncurred to Date
	2025		2024		2025		2024
	2026		2025		2026		2025
Charges (Credits) by Segment:
Research	$	~~297~~1,106	$	939	$	~~549~~1,655	$	34,~~262~~201	$	2021,~~419~~525
Learning	~~(21)~~2,515		~~110~~138		~~103~~2,618		~~337~~475		2023,~~870~~385
Held for Sale or Sold	—		~~125~~—		—		(117)		12,995
Corporate Expenses	53,~~791~~465		24,~~507~~537		811,~~474~~939		712,~~748~~285		9498,~~625~~090
Total Restructuring and Related Charges	$	67,~~067~~086	$	35,~~681~~614	$	916,~~126~~212	$	1116,~~230~~844	$	~~148~~155,~~909~~995
Charges (Credits) by Activity:
Severance and termination benefits	$	25,~~116~~025	$	24,~~244~~030	$	49,~~078~~103	$	812,~~026~~056	$	7984,~~057~~082
Impairment of operating lease ROU assets and technology, property and equipment	—		—		—		—		23,395
Acceleration of expense related to operating lease ROU assets, technology, property and equipment, and intangible assets	—		—		—		—		8,074
Facility related charges, net	1,~~141~~146		1,~~365~~294		23,~~133~~279		24,~~767~~061		1415,~~786~~932
Consulting costs (credits)	~~2,774~~879		~~(116)~~80		23,~~836~~715		(~~672~~592)		1415,~~745~~624
Other activities	36		~~188~~210		79115		1,~~109~~319		8,~~852~~888
Total Restructuring and Related Charges	$	67,~~067~~086	$	35,~~681~~614	$	916,~~126~~212	$	1116,~~230~~844	$	~~148~~155,~~909~~995

The severance related charges are for certain employees affected by the reduction in force under this program who are entitled to severance payments and certain termination benefits.

In the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, we incurred ongoing facility-related costs associated with certain properties. Consulting costs primarily relate to third-party advisors engaged for aligning technology ~~related transformation initiatives~~costs, and operational and performance improvement services.

2324

INDEX

In the three and ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, we incurred ongoing facility-related costs associated with certain properties, consulting credits, and other costs for other activities, which includes relocation and other employee related costs. In the ~~three~~nine ~~and six~~ months ended ~~October~~January 31, ~~2024~~2025, the credits in consulting costs are due to changes in the estimates for previously accrued costs.

The following table summarizes the activity for the Global Restructuring Program liability for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026:

	April 30, 2025		Charges		Payments		ForeignTranslation& Other Adjustments		~~October~~January 31, ~~2025~~2026
Severance and termination benefits	$	6,622	$	49,~~078~~103	$	(68,~~999~~138)	$	56134	$	37,~~757~~721
Consulting costs	927		23,~~836~~715		(34,~~610~~323)		(3)		~~150~~322
Other activities	289		79115		(32)		(1)		~~335~~373
Total	$	7,838	$	612,~~993~~933	$	(1012,~~641~~493)	$	52138	$	48,~~242~~416

Approximately $37.5 million of the restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs and approximately $0.32 million is reflected in Other long-term liabilities on our Unaudited Condensed Consolidated Statement of Financial Position. The liabilities for Consulting costs and Other activities are reflected in Other accrued liabilities on our Unaudited Condensed Consolidated Statement of Financial Position.

Business Optimization Program

For both the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, we recorded net pretax restructuring credits of less than $(0.1) million related to this program.

For the three and ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, we recorded net pretax restructuring credits of less than $(0.1) million and $(3.78) million, respectively, related to this program. The net credits in the ~~six~~nine months ended ~~October~~ January 31, ~~2024~~2025 are primarily due to the termination of a portion of a lease that was previously impaired in our Corporate Expenses category.

As of fiscal year 2023, we substantially completed this program and we have no restructuring liability outstanding. We currently anticipate immaterial ongoing facility charges and do not anticipate any further material charges related to the Business Optimization Program.

2425

INDEX

Note 10 — Segment Information

We report our segment information in accordance with the provisions of ASC Topic 280, “Segment Reporting.” These segments reflect the way our chief operating decision maker (CODM) evaluates our business performance, manages the operations, makes operating decisions, and allocates resources.

Our segment reporting structure consists of three operating and reportable segments, which are listed below, as well as a Corporate expense category, which includes certain costs that are not allocated to the reportable segments:

•Research

•Learning

•Held for Sale or Sold

Our President and Chief Executive Officer is the Company’s CODM. The performance metric used by our CODM to evaluate performance of our reportable segments is Adjusted Operating Income. The CODM uses Adjusted Operating Income during the annual budgeting process and evaluates budget and forecast-to-actual variances on a monthly basis to make decisions about the allocation of resources to our segments.

Our significant expense categories that are included within Adjusted Operating Income include cost of sales, direct expenses, allocated expenses from our Corporate expense category, and amortization of intangible assets. The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

The following tables present a summary of our Adjusted Operating Income (Loss) by segment, and the reconciliation to Income before taxes:

	Three Months Ended October 31, 2025
	Three Months Ended January 31, 2026
	Research		Learning		~~Held for Sale or Sold~~		Total
Revenue	$	~~278~~274,~~514~~119	$	~~143~~135,~~237~~917	$	—	$	~~421~~410,~~751~~036
Cost of sales	73,~~675~~228		3034,~~713~~553		—		~~104~~107,~~388~~781
Direct expenses	8280,~~171~~786		3634,~~499~~699		—		~~118~~115,~~670~~485
Allocated Corporate expenses	41,~~493~~062		2726,~~236~~364		—		6867,~~729~~426
Amortization of intangible assets	11,~~214~~312		2,~~034~~031		—		13,~~248~~343
Adjusted Operating Income by segment	$	69,961	$	46,755	$	—	$	116,716
Adjusted Operating Income by segment(1)	$	67,731	$	38,270			$	106,001
Reconciliation of Adjusted Operating Income by segment to Income before taxes
Adjusted unallocated Corporate expenses(1)							(37,580)
Adjusted unallocated Corporate expenses(2)							(36,186)
Restructuring and related charges(2)							(6,032)
Restructuring and related charges(3)							(7,057)
Interest expense							(11,~~670~~490)
Net foreign exchange transaction gains							956
Net foreign exchange transaction losses							(5,187)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale							(~~2,309~~161)
Other expense, net							(1,~~963~~524)
Legal settlement(3)							(108)
Income before taxes							$	44,396
Income before taxes							$	58,010

INDEX

	Three Months Ended October 31, 2024
	Research		Learning		Held for Sale or Sold		Total
Revenue	$	261,885	$	161,514	$	3,196	$	426,595
Cost of sales	67,527		38,188		1,285		107,000
Direct expenses	83,035		36,103		2,403		121,541
Allocated Corporate expenses	40,710		29,331		567		70,608
Amortization of intangible assets	11,086		2,021		—		13,107
Adjusted Operating Income (Loss) by segment	$	59,527	$	55,871	$	(1,059)	$	114,339
Reconciliation of Adjusted Operating Income by segment to Income before taxes
Adjusted unallocated Corporate expenses(1)							(46,579)
Restructuring and related charges(2)							(3,627)
Interest expense							(14,463)
Net foreign exchange transaction losses							(3,328)
Net gain on sale of businesses and impairment charges related to assets held-for-sale							369
Other income, net							2,226
Income before taxes							$	48,937

	Six Months Ended October 31, 2025
	Research		Learning		Held for Sale or Sold		Total
Revenue	$	560,206	$	258,345	$	—	$	818,551
Cost of sales	154,428		59,219		—		213,647
Direct expenses	170,758		71,080		—		241,838
Allocated Corporate expenses	86,474		55,515		—		141,989
Amortization of intangible assets	22,337		4,121		—		26,458
Adjusted Operating Income by segment	$	126,209	$	68,410	$	—	$	194,619
Reconciliation of Adjusted Operating Income by segment to Income before taxes
Adjusted unallocated Corporate expenses(1)							(81,482)
Restructuring and related charges(2)							(9,070)
Interest expense							(22,712)
Net foreign exchange transaction losses							(15)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale							(3,425)
Other expense, net							(2,090)
Legal settlement(3)							(108)
Income before taxes							$	75,717

INDEX

Six Months Ended October 31, 2024

Three Months Ended January 31, 2025

Research

Learning

~~Held for Sale or Sold~~

Total

Revenue

~~527~~267,~~194~~544

~~285~~137,~~828~~082

~~17,382~~

~~830,~~404,626

Cost of sales

~~138~~69,~~249~~157

7035,~~216~~062

~~7,755~~

~~216~~104,~~220~~219

Direct expenses

~~169~~81,~~472~~685

7433,~~036~~808

~~10,364~~

~~253~~115,~~872~~493

Allocated Corporate expenses

8240,~~602~~316

5928,~~139~~441

~~2,841~~

~~144~~68,~~582~~757

Amortization of intangible assets

2210,~~128~~717

42,~~066~~007

—

2612,~~194~~724

Adjusted Operating Income (Loss) by segment

114,743

78,371

(3,578)

189,536

Adjusted Operating Income by segment(1)

65,669

37,764

103,433

Reconciliation of Adjusted Operating Income by segment to Income before taxes

Adjusted unallocated Corporate expenses(1)

(88,933)

Adjusted unallocated Corporate expenses(2)

(46,028)

Restructuring and related charges(2)

(7,497)

Restructuring and related charges(3)

(5,574)

Interest expense

(2714,~~250~~027)

Net foreign exchange transaction losses

(34,~~094~~222)

Net gain on sale of businesses and impairment charges related to assets held-for-sale

6,170

Net loss on sale of businesses and impairment charges related to assets held-for-sale

(15,930)

Other income, net

31,~~008~~021

Income before taxes

7118,~~940~~673

(1)	Corporate expenses include certain costs that are not allocated to the reportable segments.
	Nine Months Ended January 31, 2026
(2)	See Note 9, “Restructuring and Related Charges” for these charges by segment.
	Research		Learning		Total
(3)	In the three months ended October 31, 2025, we settled a litigation matter related to consideration for a previous acquisition for $0.1 million which is included in Corporate Operating and administrative expenses.
Revenue	$	834,325	$	394,262	$	1,228,587
Cost of sales	227,656		93,772		321,428
Direct expenses	251,544		105,779		357,323
Allocated Corporate expenses	127,536		81,879		209,415
Amortization of intangible assets	33,649		6,152		39,801
Adjusted Operating Income by segment(1)	$	193,940	$	106,680	$	300,620
Reconciliation of Adjusted Operating Income by segment to Income before taxes
Adjusted unallocated Corporate expenses(2)					(117,668)
Restructuring and related charges(3)					(16,127)
Interest expense					(34,202)
Net foreign exchange transaction losses					(5,202)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale					(3,586)
Other expense, net					(3,614)
Legal settlement(4)					(108)
Income before taxes					$	120,113

See Note 4, “Revenue Recognition, Contracts with Customers,” for revenue from contracts with customers disaggregated by segment and product type for the three and six months ended October 31, 2025 and 2024.

The following tables present a summary of depreciation and amortization expense by segment:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	2025		2024		2025		2024
Research	$	23,319	$	22,522	$	46,704	$	45,081
Learning	10,680		10,897		20,524		22,191
Held for Sale or Sold(1)	—		—		—		—
Total depreciation and amortization	$	33,999	$	33,419	$	67,228	$	67,272
Corporate depreciation and amortization	1,930		3,299		5,147		6,699
Total depreciation and amortization	$	35,929	$	36,718	$	72,375	$	73,971

(1) We ceased to record depreciation and amortization of long-lived assets for these businesses as of the date the assets were classified as held-for-sale.

INDEX



	Nine Months Ended January 31, 2025
	Research		Learning		Held for Sale or Sold		Total
Revenue	$	794,738	$	422,910	$	17,382	$	1,235,030
Cost of sales	207,406		105,278		7,755		320,439
Direct expenses	251,157		107,844		10,364		369,365
Allocated Corporate expenses	122,918		87,580		2,841		213,339
Amortization of intangible assets	32,845		6,073		—		38,918
Adjusted Operating Income (Loss) by segment	$	180,412	$	116,135	$	(3,578)	$	292,969
Reconciliation of Adjusted Operating Income by segment to Income before taxes
Adjusted unallocated Corporate expenses(2)							(134,961)
Restructuring and related charges(3)							(13,071)
Interest expense							(41,277)
Net foreign exchange transaction losses							(7,316)
Net loss on sale of businesses and impairment charges related to assets held-for-sale							(9,760)
Other income, net							4,029
Income before taxes							$	90,613


(1)			Our Held for Sale or Sold segment is excluded from the segment results as all businesses within this segment were sold prior to the start of the reporting period presented. See Note 3, “Divestitures” for more details on the divestitures.
(2)			Corporate expenses include certain costs that are not allocated to the reportable segments.
(3)			See Note 9, “Restructuring and Related Charges” for these charges by segment.
(4)			In the nine months ended January 31, 2026, we settled a litigation matter related to consideration for a previous acquisition for $0.1 million which is included in Corporate Operating and administrative expenses.

See Note 4, “Revenue Recognition, Contracts with Customers,” for revenue from contracts with customers disaggregated by segment and product type for the three and nine months ended January 31, 2026 and 2025.

The following tables present a summary of depreciation and amortization expense by segment:




	Three Months Ended January 31,				Nine Months Ended January 31,
	2026		2025		2026		2025
Research	$	23,024	$	21,918	$	69,728	$	66,999
Learning	10,179		10,761		30,703		32,952

Total depreciation and amortization(1)	$	33,203	$	32,679	$	100,431	$	99,951
Corporate depreciation and amortization	2,389		3,795		7,536		10,494
Total depreciation and amortization	$	35,592	$	36,474	$	107,967	$	110,445


(1)			Our Held for Sale or Sold segment is excluded from the segment results above as it had no depreciation and amortization expense for the reporting periods presented. See Note 3, “Divestitures” for more details on the divestitures.

INDEX

Note 11 — Inventories

Inventories, net consisted of the following:

	October 31, 2025		April 30, 2025
	January 31, 2026		April 30, 2025
Finished goods	$	2624,~~460~~210	$	27,581
Work-in-process	~~571~~570		632
Paper and other materials	8047		124
Total inventories before estimated sales returns and LIFO reserve	$	2724,~~111~~827	$	28,337
Inventory value of estimated sales returns	3,~~780~~972		4,042
LIFO reserve	(9,504)		(9,504)
Inventories, net	$	2119,~~387~~295	$	22,875

Note 12 — Goodwill and Intangible Assets

Goodwill

The following table summarizes the activity in goodwill by segment as of ~~October~~January 31, ~~2025~~2026:

April 30, 2025 (1)

Foreign Translation Adjustment

October 31, 2025

April 30, 2025(1)

Foreign Translation Adjustment

January 31, 2026

Research

639,434

(816,~~926)~~562

~~630~~655,~~508~~996

Learning

482,071

~~3,595~~681

~~485~~482,~~666~~752

Total

1,121,505

(517,~~331)~~243

1,~~116~~138,~~174~~748


(1)			As of April 30, 2025, the Held for Sale or Sold segment goodwill balance is zero. It includes accumulated pretax noncash goodwill impairments of $318.2 million.

Intangible Assets

Intangible assets, net were as follows:

	October 31, 2025		April 30, 2025 ⁽¹⁾
	January 31, 2026		April 30, 2025 ⁽¹⁾
Intangible assets with definite lives, net:
Content and publishing rights	$	~~411~~425,~~401~~615	$	417,982
Customer relationships	3028,~~360~~403		35,041
Developed technology	98,~~526~~230		12,406
Brands and trademarks	4,~~686~~524		5,054
Covenants not to compete	—		9
Total intangible assets with definite lives, net	~~455~~466,~~973~~772		470,492
Intangible assets with indefinite lives:
Brands and trademarks	37,000		37,000
Publishing rights	8991,~~025~~328		87,552
Total intangible assets with indefinite lives	~~126~~128,~~025~~328		124,552
Total intangible assets, net	$	~~581~~595,~~998~~100	$	595,044


(1)			The developed technology balance as of April 30, 2025 is presented net of accumulated impairments and write-offs of $2.8 million. The indefinite-lived brands and trademarks balance as of April 30, 2025 is net of accumulated impairments of $93.1 million.

2829

INDEX

Note 13 — Income Taxes

The Company's effective income tax rate for the three and ~~six~~nine months ended ~~October~~January 31, ~~2025,~~2026 ~~respectively,~~ was 2233.61% and 2528.32%, respectively, compared with 17222.39% and 4582.83% for the three and ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, respectively.

The change in the effective income tax rate for the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 compared to the three and ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025 was primarily due to a change in jurisdictional mix of earnings. ~~and~~The change in nine months ended January 31, 2026 also includes a deferred tax benefit being recorded this year as a result of the enactment of tax rate reductions in Germany.

Enactment of the "One Big Beautiful Bill Act" (OBBBA)

On July 4, 2025, President Trump signed into law the OBBBA. Key corporate tax provisions of the OBBBA include a handful of elective tax measures such as restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (R&E) expenditures. Other tax measures include modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.

Under US GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. Upon initial assessment of the elective tax measures, we determined the impact of these to be insignificant and reflected these in our financial statements using management’s best estimate through the ~~second~~third quarter of fiscal year 2026. We are continuing to evaluate the full year impact of the OBBBA and, based on our preliminary analysis, we do not anticipate a material effect on our consolidated financial statements for the year ended April 30, 2026.

INDEX

Note 14 — Retirement Plans

The components of net pension expense for our defined benefit plans were as follows:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Service cost	$	~~132~~125	$	~~138~~130	$	~~249~~374	$	~~304~~434
Interest cost	7,~~583~~333		7,~~043~~177		1421,~~663~~996		1421,~~171~~348
Expected return on plan assets	(76,~~282~~976)		(6,~~883~~937)		(1421,~~031~~007)		(1320,~~851~~788)
Amortization of prior service cost	(2324)		(2223)		(4771)		(4164)
Amortization of net actuarial loss	2,~~302~~206		2,~~031~~103		46,~~411~~617		46,~~090~~193
Curtailment/settlement (credit)	—		~~(180)~~—		—		(180)
Net pension expense	$	2,~~712~~664	$	2,~~127~~450	$	57,~~245~~909	$	46,~~493~~943

In the ~~three~~nine ~~and six~~ months ended ~~October~~January 31, ~~2024~~2025, due to the sale of the CrossKnowledge business, there was a curtailment and a settlement credit due to the divestment of the CrossKnowledge Pension Plan of $0.2 million which is primarily reflected in Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

The service cost component of net pension expense is reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Income (Loss). The other components of net pension expense are reported separately from the service cost component and below Operating income. Such amounts are reflected in Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Employer defined benefit pension plan contributions were $1.1 million and $23.23 million for the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, respectively, and $3.97 million and $711.52 million for the three and ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, respectively.

Defined Contribution Savings Plans

The expense for employer defined contribution savings plans was $45.95 million and $1117.61 million for the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, respectively, and $5.15 million and $1217.49 million for the three and ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, respectively.

INDEX

Note 15 — Debt and Available Credit Facilities

Our total debt outstanding consisted of the amounts set forth in the following table:

October 31, 2025

April 30, 2025

January 31, 2026

April 30, 2025

Short-term portion of long-term debt(1)

1011,~~000~~250

10,000

Term loan A - Amended and Restated CA(2)

~~169~~165,~~662~~953

174,581

Revolving credit facility - Amended and Restated CA

~~692~~630,~~051~~335

614,854

Total long-term debt, less current portion

~~861~~796,~~713~~288

789,435

Total debt

~~871~~807,~~713~~538

799,435

(1)			Relates to our term loan A under the Amended and Restated CA.
(2)			Amounts are shown net of unamortized issuance costs of $0.3 million as of ~~October~~January 31, ~~2025~~2026 and $0.4 million as of April 30, 2025.

Amended and Restated CA

On November 30, 2022, we entered into the second amendment to the Third Amended and Restated Credit Agreement (collectively, the Amended and Restated CA). The Amended and Restated CA provided for senior unsecured credit facilities comprised of (i) a five-year revolving credit facility in an aggregate principal amount up to $1.115 billion, which matures November 2027, (ii) a five-year term loan A facility consisting of $200 million, which matures November 2027, and (iii) $185 million aggregate principal amount revolving credit facility which matured in May 2024.

Under the terms of the Amended and Restated CA, which can be drawn in multiple currencies, we have the option of borrowing at the following floating interest rates depending on the currency borrowed: (i) at a rate based on the US Secured Overnight Financing Rate (SOFR), the Sterling Overnight Index Average Rate (SONIA) or a EURIBOR-based rate, each rate plus an applicable margin ranging from 0.98% to 1.50%, depending on our consolidated net leverage ratio, as defined, or (ii) at the lender’s base rate plus an applicable margin ranging from zero to 0.50%, depending on our consolidated net leverage ratio. With respect to SOFR loans, there is a SOFR adjustment of between 0.10% and 0.25% depending on the duration of the loan. The lender’s base rate is defined as the highest of (i) the US federal funds effective rate plus a 0.50% margin, (ii) the Daily SOFR rate, as defined, plus a 1.00% margin, or (iii) the Bank of America prime lending rate. In addition, we pay a facility fee for the Amended and Restated CA ranging from 0.15% to 0.25% depending on our consolidated net leverage ratio. We also have the option to request an increase in the revolving credit facility by an amount not to exceed $500 million, in minimum increments of $50 million, subject to the approval of the lenders.

The Amended and Restated CA contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio, which we were in compliance with as of ~~October~~January 31, ~~2025~~2026.

The amortization expense of the costs incurred related to the Amended and Restated CA related to the lender and non-lender fees is recognized over a five-year term for credit commitments that mature in November 2027 and an 18-month term for credit commitments that matured in May 2024. Total amortization expense included in Interest expense on our Unaudited Condensed Consolidated Statements of Net Income (Loss) is as follows:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Amortization expense	$	~~284~~285	$	284	$	~~568~~853	$	~~577~~861

Lines of Credit

We have other lines of credit aggregating $1.0 million at various interest rates. There were no outstanding borrowings under these credit lines at ~~October~~January 31, ~~2025~~2026 and April 30, 2025.

As of ~~October~~January 31, ~~2025~~2026, our total available lines of credit including the Amended and Restated RCA were approximately $1,~~295~~293.50 million, of which approximately $~~423~~485.52 million was unused. We had letters of credit of $0.5 million outstanding under the Amended and Restated CA, and the aggregate stated amount outstanding of these letter of credits reduces the total borrowing base available under the Amended and Restated CA.

The weighted average interest rates on total debt outstanding during the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 were 5.4438% and 5.4542%, respectively. The weighted average interest rates on total debt outstanding during the three and ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025 were 65.0996% and 6.1105%, respectively. As of ~~October~~January 31, ~~2025~~2026 and April 30, 2025, the weighted average interest rates for total debt were 5.3827% and 5.57%, respectively.

Based on estimates of interest rates currently available to us for loans with similar terms and maturities, the fair value of our debt approximates its carrying value.

INDEX

Note 16 — Derivative Instruments and Hedging Activities

From time to time, we enter into foreign exchange forward and interest rate swap contracts as a hedge against foreign currency asset and liability commitments, changes in interest rates, and anticipated transaction exposures, including intercompany purchases. All derivatives are recognized as assets or liabilities and measured at fair value. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding adjustment to earnings. We do not use financial instruments for trading or speculative purposes.

Interest Rate Contracts

As of ~~October~~January 31, ~~2025~~2026, we had total debt outstanding of $~~871~~807.75 million, net of unamortized issuance costs of $0.3 million. The $~~872~~807.08 million of debt outstanding are variable rate loans under the Amended and Restated CA. The carrying value of the debt approximates fair value.

As of ~~October~~January 31, ~~2025~~2026 and April 30, 2025, the interest rate swap agreements we maintained were designated as fully effective cash flow hedges as defined under ASC Topic 815, “Derivatives and Hedging.” As a result, the impact on our Unaudited Condensed Consolidated Statements of Net Income (Loss) from changes in the fair value of the interest rate swaps was fully offset by changes in the interest expense on the underlying variable rate debt instruments. It is management’s intention that the notional amount of interest rate swaps be less than the variable rate loans outstanding during the life of the derivatives.

As of ~~October~~January 31, ~~2025~~2026 and April 30, 2025, we had interest rate swaps outstanding with a combined notional amount of $450.0 million and $500.0 million, respectively, that were designated as cash flow hedges.

We record the fair value of our interest rate swaps on a recurring basis using Level 2 inputs of quoted prices for similar assets or liabilities in active markets. The fair value of our interest rate swaps designated as cash flow hedges are reflected on our Unaudited Condensed Consolidated Statements of Financial Position as follows:

Asset (Liability)

Balance Sheet Location

~~October~~January 31, ~~2025~~2026

April 30, 2025

Current asset portion

Prepaid expenses and other current assets

~~112~~12

197

Current liability portion

Other accrued liabilities

(41234)

(118)

Non-current liability portion

Other long-term liabilities

(21,~~236~~917)

(3,438)

Total cash flow hedges

(2,~~165~~139)

(3,358)

The effect of our interest rate swaps on our Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) and Unaudited Condensed Consolidated Statements of Net Income (Loss) are as follows:

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Amount of pretax (losses) gains recognized in Other comprehensive (loss) income	$	(1,127)	$	210	$	2,307	$	(6,150)
Amount of pretax gains (losses) recognized in Other comprehensive income (loss)	$	91	$	1,994	$	2,398	$	(4,156)
Amount of pretax gains reclassified from Accumulated other comprehensive loss into Interest expense	$	465	$	1,656	$	1,052	$	3,371
Amount of pretax (losses) gains reclassified from Accumulated other comprehensive loss into Interest expense	$	(17)	$	829	$	1,035	$	4,200

Foreign Currency Contracts

We may enter into foreign currency forward contracts to manage our exposure on certain foreign currency denominated assets and liabilities. The foreign currency forward exchange contracts are marked to market through Net foreign exchange transaction ~~gains (~~losses) on our Unaudited Condensed Consolidated Statements of Net Income (Loss) and carried at fair value on our Unaudited Condensed Consolidated Statements of Financial Position. Foreign currency denominated assets and liabilities are remeasured at spot rates in effect on the balance sheet date, with the effects of changes in spot rates reported in Net foreign exchange transaction ~~gains (~~losses) on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

As of ~~October~~January 31, ~~2025~~2026 and April 30, 2025, we did not maintain any open foreign currency forward contracts. In addition, we did not maintain any open foreign currency forward contracts during the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025.

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Note 17 — Capital Stock and Changes in Capital Accounts

Share Repurchases

During the three months ended July 31, 2025, our Board of Directors approved an additional share repurchase program of $250 million of Class A or B Common Stock. No share repurchases were made under this program during the six months ended October 31, 2025. The share repurchase program is in addition to the share repurchase program approved by our Board of Directors during the year ended April 30, 2020 of $200 million of Class A or B Common Stock. As of ~~October~~January 31, ~~2025~~2026, we had authorization from our Board of Directors to purchase up to $22237.43 million that was remaining under this program.

The share repurchase program is in addition to the share repurchase program approved by our Board of Directors during the year ended April 30, 2020 of $200 million of Class A or B Common Stock. As of January 31, 2026, no additional shares were remaining under this program for purchase.

The following table summarizes the share repurchases of Class A and Class B Common Stock (shares in thousands):

	Three Months EndedOctober 31,				Six Months EndedOctober 31,
	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
	2026		2025		2026		2025
Shares repurchased - Class A	~~552~~1,090		~~261~~226		~~883~~1,973		~~556~~782
Shares repurchased - Class B	14		1		26		12
Average Price - Class A and Class B	$	3832.1100	$	4744.7610	$	3935.6542	$	44.8966

The average price per share excludes excise taxes payable on share repurchases and may differ from the share repurchases reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows. As of ~~October~~January 31, ~~2025~~2026, total shares repurchased include unsettled purchases.

Dividends

We declared and paid quarterly cash dividends on our Class A and Class B Common Stock for a total of $3756.83 million and $3857.32 million in the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, respectively.

INDEX

Changes in Common Stock

The following is a summary of changes during the ~~six~~nine months ended ~~October~~January 31, in shares of our common stock and common stock in treasury (shares in thousands):

Changes in Class A Common Stock:

~~2025~~2026

~~2024~~2025

Number of shares, beginning of year

70,312

70,259

Common stock class conversions

—2

2430

Number of shares issued, end of period

70,~~312~~314

70,~~283~~289

Changes in Class A Common Stock in treasury:

Number of shares held, beginning of year

25,687

24,828

Restricted shares issued under stock-based compensation plans

(~~272~~282)

(~~256~~266)

Impact of tax withholding on stock-based compensation and other

9598

9659

Purchases of treasury shares

~~883~~1,973

~~556~~782

Number of shares held, end of period

2627,~~393~~476

25,~~224~~403

Number of Class A Common Stock outstanding, end of period

4342,~~919~~838

4544,~~059~~886

Changes in Class B Common Stock:

~~2025~~2026

~~2024~~2025

Number of shares, beginning of year

12,870

12,923

Common stock class conversions

—(2)

(2430)

Number of shares issued, end of period

12,~~870~~868

12,~~899~~893

Changes in Class B Common Stock in treasury:

Number of shares held, beginning of year

4,101

3,928

Purchases of treasury shares

Number of shares held, end of period

4,~~103~~107

3,~~929~~930

Number of Class B Common Stock outstanding, end of period

8,~~767~~761

8,~~970~~963

INDEX

Note 18 — Commitments and Contingencies

Legal Proceedings

We are involved in routine litigation in the ordinary course of our business. A provision for litigation is accrued when information available to us indicates that it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment may be required to determine both the probability and estimates of loss. When the amount of the loss can only be estimated within a range, the most likely outcome within that range is accrued. If no amount within the range is a better estimate than any other amount, the minimum amount within the range is accrued. When uncertainties exist related to the probable outcome of litigation and/or the amount or range of loss, we do not record a liability, but disclose facts related to the nature of the contingency and possible losses if management considers the information to be material. Reserves for legal defense costs are recognized when incurred. The accruals for loss contingencies and legal costs are reviewed regularly and may be adjusted to reflect updated information on the status of litigation and advice of legal counsel. In the opinion of management, the ultimate resolution of all pending litigation as of ~~October~~January 31, ~~2025~~2026, will not have a material effect upon our consolidated financial condition or results of operations.

Anthropic Class-Action Lawsuit

In August 2024, certain authors filed a class-action lawsuit against Anthropic in the US District Court for the Northern District of California. They alleged that Anthropic used their copyrighted content, obtained through piracy, to train its AI models. In August 2025, a settlement was reached pursuant to which Anthropic will pay $1.5 billion into a settlement fund, which will be used to make cash payments to class members and cover certain costs in the case. The court preliminarily approved the settlement on September 25, 2025. We are aware that our content is included in the pirated copyrighted content and will be submitting claims for such works with the settlement administrator. The Company's portion of the settlement has not yet been determined.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read together with our Condensed Consolidated Financial Statements and related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 2025 Form 10-K and our Consolidated Financial Statements and related notes set forth in Item 8 of Part II of our 2025 Form 10-K. See Part II, Item 1A, “Risk Factors,” below and “Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995,” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. All amounts and percentages are approximate due to rounding and all dollars are in thousands, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Unaudited Condensed Consolidated Financial Statements,” unless the context indicates otherwise.

OVERVIEW

Wiley is a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning. The Company’s content, services, platforms, and knowledge networks are tailored to meet the evolving needs of its customers and partners, including researchers, students, instructors, professionals, institutions, and corporations. Wiley is a predominantly digital company with over 83% of its Adjusted Revenue for the year ended April 30, 2025 generated by digital products and services. For the year ended April 30, 2025, 48% of Adjusted Revenue is recurring which includes revenue that is contractually obligated or set to recur with a high degree of certainty. See below for the reconciliation of consolidated Revenue to Adjusted Revenue.

We report financial information for the following segments, as well as a Corporate category, which includes certain costs that are not allocated to the reportable segments:

•Research includes the reporting lines of Research Publishing and Research Solutions;

•Learning includes the Academic and Professional reporting lines and consists of publishing, courseware, and assessments.

Wiley also ~~reports~~reported a Held for Sale or Sold segment in fiscal year 2025, which primarily includes non-core businesses which were classified as held-for-sale until the date of sale, as well other businesses which were sold.

Through the Research segment, we provide peer-reviewed scientific, technical, and medical (STM) journals, content platforms, and related publishing and audience solutions to academic, corporate, and government customers, academic societies, and individual researchers. The Learning segment provides scientific, professional, and education print and digital books to researchers, professionals, and students, digital courseware for instructors and students, and assessment services to businesses and professionals.

Wiley’s business strategies are tightly aligned with consistent long-term growth trends, including ever-increasing global research and development (R&D) investment, leading to growth in scientific research output and the number of institutions and researchers worldwide. These strategies include expanding our publishing program and journal portfolio to meet the global demand for peer-reviewed research, driving additional value in our subscription-based models for universities and corporations, volume-based models for open access, content licensing opportunities for applications in science and innovation, and content platform and service offerings for corporations and societies. Learning strategies include selectively scaling high-value digital content, courseware, and assessments to meet targeted opportunities in education and professional development.

INDEX

RESULTS OF OPERATIONS – THREE MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

~~SECOND~~THIRD QUARTER SUMMARY

•US GAAP Results: Consolidated Revenue of $~~421~~410.80 million (-+1%, compared with the prior year), Operating Income of $7362.08 million (+1421%, compared with the prior year), and Diluted Earnings per Share of $0.8456 (+~~14%~~ $0.99, compared with the prior year diluted loss per share).

•Adjusted Results at Constant Currency ~~(excluding Held for Sale or Sold segment results)~~: Adjusted Revenue of $421.8 million (-1%, compared with the prior year), Adjusted Operating Income of $79.1 million (+14%, compared with the prior year), Adjusted EBITDA of $115.1 million (+8%, compared with the prior year), and Adjusted EPS of $1.10 (+12% , compared with the prior year).

◦Beginning in the third quarter of fiscal year 2026, our adjusted results at constant currency no longer include any contributions from the Held for Sale or Sold segment in either the current or prior year periods. As a result, the comparative figures for both periods are now presented on a consistent basis, fully excluding the Held for Sale or Sold segment results.

◦Revenue of $410.0 million (consistent with the prior year), Adjusted Operating Income of $69.8 million (+22%, compared with the prior year), Adjusted EBITDA of $105.4 million (+12%, compared with the prior year), and Adjusted EPS of $0.97 (+19%, compared with the prior year).

CONSOLIDATED RESULTS OF OPERATIONS

Revenue:

Revenue for the three months ended ~~October~~January 31, ~~2025~~2026 ~~decreased~~increased $45.84 million, or 1%, as compared with the prior year. On a constant currency basis, revenue ~~decreased~~was 2%consistent ~~as compared~~ with the prior year. ~~Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue decreased 1% on a constant currency basis.~~ Artificial intelligence (AI) license revenue was $67.03 million for the three months ended ~~October~~January 31, ~~2025~~2026 as compared with $49 million in the prior year. The period to period comparability of AI license revenue can fluctuate due to timing and the nature of the underlying content.

Adjusted Revenue

Below is a reconciliation of our consolidated US GAAP Revenue, net to Non-GAAP Adjusted Revenue, net:

	Three Months EndedOctober 31,
	2025		2024
US GAAP Revenue, net	$	421,751	$	426,595
Less: Held for Sale or Sold segment	—		(3,196)
Non-GAAP Adjusted Revenue, net	$	421,751	$	423,399

See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.

Cost of Sales:

Cost of sales for the three months ended ~~October~~January 31, ~~2025~~2026 of $~~104~~107.48 million ~~decreased~~increased $23.6 million, or 23% as compared with the prior year. On a constant currency basis, cost of sales ~~decreased~~increased 32% as compared with the prior year primarily due to ~~lower~~higher ~~inventory~~royalty costs ~~and~~, topartially aoffset ~~lesser~~by ~~extent,~~lower ~~the~~inventory ~~prior year including employee~~ costs ~~primarily related to the Wiley Edge business which was sold on May 31, 2024, with the exception of its India operations which sold on August 31, 2024~~.

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales decreased 2% as compared with the prior year on a constant currency basis primarily due to lower inventory costs.

Operating and Administrative Expenses:

Operating and administrative expenses for the three months ended ~~October~~January 31, ~~2025~~2026 of $~~225~~219.1 million decreased $1310.89 million, or 65% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 7% ~~and excluding expenses from Held for Sale or Sold segment on a constant currency basis decreased 5%, as compared with the prior year~~. ~~These~~This ~~declines~~decline ~~were~~was primarily due to restructuring and cost savings initiatives resulting in lower employee costs, ~~professional fees~~ and, toprofessional ~~a lesser extent, lower travel and entertainments costs~~fees. This was partially offset by higher bad debt expense.

INDEX

Restructuring and Related Charges:

We recorded restructuring and related charges in the three months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025 of $67.01 million and $35.6 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Global Restructuring Program

Beginning in fiscal year 2023, the Company initiated the Global Restructuring Program which was expanded in fiscal year 2024 to include those actions that will focus Wiley on its leading global position in the development and application of new knowledge and drive greater profitability, growth, and cash flow. We will focus on our strongest and most profitable businesses and large market opportunities in Research and Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions. Under this program, we reduced our real estate square footage occupancy by approximately 35%.

INDEX

In the fourth quarter of fiscal year 2025, the program was further extended due to the completion of our divestitures with a focus on optimizing our cost structure, with particular emphasis on aligning our technology costs and other corporate expenses. As a result of these initiatives, this expanded program will include severance related charges, facility-related costs associated with certain properties, and other activities.

Excluding actions related to the Held for Sale or Sold segment, we anticipate to yield annualized cost savings of approximately $~~115~~125 million, with approximately $110 million of that to be realized in fiscal year 2026 from actions taken starting in fiscal year 2024.

For the three months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, we recorded pretax restructuring charges of $67.1 million and $35.76 million, respectively, related to this program.

See Note 9, “Restructuring and Related Charges” for more details on the Global Restructuring Program charges.

Business Optimization Program

For both the three months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, we recorded net pretax restructuring credits of less than $(0.1) million related to this program.

See Note 9, “Restructuring and Related Charges” for more details on the Business Optimization Program credits.

For the impact of our restructuring programs on diluted earnings (loss) per share, see the section below, “Diluted Earnings (Loss) per Share.”

Amortization of Intangible Assets:

Amortization of intangible assets was $13.23 million for the three months ended ~~October~~January 31, ~~2025~~2026, an increase of $0.3 million, or 2%, as compared with the prior year. On a constant currency basis, amortization of intangible assets ~~increased~~decreased 1% as compared with the prior year primarily due to the completion of amortization of certain acquired intangible assets, partially offset by the amortization expense related to acquired definite lived intangible assets, including those acquired as part of an acquisition~~, partially offset by the completion of amortization of certain acquired intangible assets~~.

Operating Income, Adjusted Operating Income (OI) and Adjusted EBITDA:

Operating income for the three months ended ~~October~~January 31, ~~2025~~2026 of $7362.08 million increased $810.9 million, or 1421% as compared with the prior year. On a constant currency basis, operating income increased 1321% as compared with the prior year. The increase was primarily due to lower operating and administrative expenses ~~and~~, topartially aoffset ~~lesser~~by ~~extent,~~higher ~~lower~~ cost of sales, ~~partially offset by a decrease in revenue~~ and, ~~to a lesser extent, higher~~ restructuring charges.

Adjusted OI and Adjusted EBITDA on a constant currency basis for the three months ended ~~October~~January 31, ~~2025~~2026 increased 1422% and 12%, respectively, as compared with the prior year. ~~The~~These ~~increase~~increases inwere ~~Adjusted OI was~~ primarily due to lower operating and administrative expenses, partially offset by aan ~~decrease~~increase in ~~Adjusted~~costs ~~Revenue~~of sales.

INDEX

Adjusted EBITDA on a constant currency basis for the three months ended October 31, 2025 increased 8% as compared with the prior year primarily due to lower operating and administrative expenses, partially offset by a decrease in Adjusted Revenue.

Adjusted OI

Below is a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted OI:

	Three Months EndedOctober 31,
	Three Months EndedJanuary 31,
	2025		2024
	2026		2025
US GAAP Operating Income	$	7262,~~996~~758	$	6451,~~133~~831
Adjustments:
Restructuring and related charges	67,~~032~~057		35,~~627~~574
Held for Sale or Sold segment Adjusted Operating Loss	—		1,059
Non-GAAP Adjusted OI	$	69,815	$	57,405
Legal settlement	108		—
Non-GAAP Adjusted OI	$	79,136	$	68,819

INDEX

Adjusted EBITDA

Below is a reconciliation of our consolidated US GAAP Net Income (Loss) to Non-GAAP EBITDA and Adjusted EBITDA:

	Three Months EndedOctober 31,
	Three Months EndedJanuary 31,
	2025		2024
	2026		2025
Net Income	$	44,891	$	40,458
Net Income (Loss)	$	29,679	$	(22,954)
Interest expense	11,~~670~~490		14,~~463~~027
Provision for income taxes	1314,~~119~~717		841,~~479~~627
Depreciation and amortization	35,~~929~~592		36,~~718~~474
Non-GAAP EBITDA	~~105~~91,~~609~~478		~~100~~69,~~118~~174
Restructuring and related charges	67,~~032~~057		35,~~627~~574
Net foreign exchange transaction (gains) losses	(956)		3,328
Net foreign exchange transaction losses	5,187		4,222
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	2,309		(369)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	161		15,930
Other expense (income), net	1,~~963~~524		(21,~~226~~021)
Held for Sale or Sold segment Adjusted EBITDA	—		1,059
Non-GAAP Adjusted EBITDA	$	105,407	$	93,879
Legal settlement	108		—
Non-GAAP Adjusted EBITDA	$	115,065	$	105,537

Interest Expense:

Interest expense for the three months ended ~~October~~January 31, ~~2025~~2026 was $11.75 million compared with the prior year of $14.50 million. This decrease was primarily due to a lower weighted average effective interest rate and, to a lesser extent, a decrease in the total debt outstanding.

Net Foreign Exchange Transaction ~~Gains~~ (Losses):

Net foreign exchange transaction ~~gains~~losses of $1(5.02) million for the three months ended ~~October~~January 31, ~~2025~~2026 were primarily due to ~~gains~~losses on our foreign currency denominated intercompany accounts receivable and payable balances and, to a lesser extent, losses on our foreign currency denominated third party accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Net foreign exchange transaction losses of $(4.2) million for the three months ended January 31, 2025 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and payable balances, partially offset by gains on our foreign currency denominated third party accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Net Loss on Sale of Businesses, Assets, and Impairment Charges Related to Assets Held-For-Sale:

We recorded net pretax loss on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows:


	Three Months Ended January 31,
	2026		2025
Wiley Edge	$	(161)	$	(15,566)
CrossKnowledge	—		275
University Services	—		(639)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(161)	$	(15,930)

INDEX

~~Net~~These ~~foreign~~charges ~~exchange~~are ~~transaction~~reflected ~~losses~~in ofNet ~~$(3.3)~~loss ~~million~~on ~~for~~sale ~~the~~of ~~three~~businesses, ~~months ended October 31~~assets, ~~2024~~and ~~were~~impairment ~~primarily~~charges ~~due~~related to ~~losses~~assets held-for-sale on our ~~foreign~~Unaudited ~~currency~~Condensed ~~denominated~~Consolidated ~~intercompany~~Statements ~~accounts receivable and payable balances due to the impact~~ of ~~the~~Net ~~change~~Income in(Loss). ~~average~~See ~~foreign~~Note ~~exchange~~3, ~~rates~~“Divestitures” asfor ~~compared~~more todetails on the ~~US dollar~~divestitures.

Net (Loss) Gain on Sale of Businesses, Assets, and Impairment Charges Related to Assets Held-For-Sale:

We recorded net pretax (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows:

	Three Months EndedOctober 31,
	2025		2024
CrossKnowledge	$	(2,309)	$	(438)
Wiley Edge	—		956
Other disposition activity	—		(149)
Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(2,309)	$	369

These charges are reflected in Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income.

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the three months ended October 31, 2025, we recognized a loss of $2.3 million which included reducing the fair value of the earnout from $1.8 million at the time of the sale to zero, and $0.5 million related to an uncollectible receivable. In the three months ended October 31, 2024, we recognized an additional loss of $0.5 million upon completion of the sale.

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. In the three months ended October 31, 2024, we recognized a net gain of $1.0 million.

See Note 3, “Divestitures” for more details on the divestitures.

Other (Expense) Income, Net:

Other expense, net was $(21.05) million for the three months ended ~~October~~January 31, ~~2025~~2026, compared to other income, net of $21.20 million in the prior year. This decrease was primarily due to foregone interest income due to the sale of the University Services Seller Note on June 4, 2025 ~~and, to a lesser extent, an increase in pension expense for our defined benefit plans~~. See ~~below~~Note ~~in the "Results of Operations - Six months ended October 31~~3, ~~2025"~~“Divestitures” for more details on the sale.

INDEX

Provision for Income Taxes:

Below is a reconciliation of our US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes:

	Three Months EndedOctober 31,
	Three Months EndedJanuary 31,
	2025		2024
	2026		2025
US GAAP Income Before Taxes	$	5844,~~010~~396	$	4818,~~937~~673
Pretax Impact of Adjustments:
Restructuring and related charges	67,~~032~~057		35,~~627~~574
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments	(1,111)		2,943
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments	3,430		5,239
Amortization of acquired intangible assets	13,~~248~~343		1213,~~944~~042
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	2,309		(369)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	161		15,930
Held for Sale or Sold segment Adjusted Loss Before Taxes	—		1,059
Non-GAAP Adjusted Income Before Taxes	$	68,387	$	58,458
Legal settlement	108		—
Non-GAAP Adjusted Income Before Taxes	$	78,596	$	69,141

Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:

	Three Months EndedOctober 31,
	Three Months EndedJanuary 31,
	2025			2024
	2026			2025
US GAAP Income Tax Provision	$	1314,~~119~~717		$	841,~~479~~627
Income Tax Impact of Adjustments(1):
Restructuring and related charges	1,~~271~~448			~~161~~404
Foreign exchange (gains) losses intercompany transactions, including the write off of certain cumulative translation adjustments	(217)			729
Foreign exchange losses intercompany transactions, including the write off of certain cumulative translation adjustments	1,314			260
Amortization of acquired intangible assets	21,~~133~~859			1,~~792~~910
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	—			(588)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	(1,257)			154
Held for Sale or Sold segment Adjusted Tax Benefit	—			515
Legal settlement	—			—
Income Tax Adjustments
Impact of valuation allowance on the US GAAP effective tax rate	(212)			4,911
Impact of withholding tax on Sri Lanka distribution	(1,208)			—
Impact of change in Germany statutory tax rate on deferred tax balances	3,869			—
Impact of valuation allowance on the US GAAP effective tax rate	305			(31,744)
Non-GAAP Adjusted Income Tax Provision	$	1917,~~963~~178		$	1512,~~999~~611
US GAAP Effective Tax Rate	2233.61		%	17222.39		%
Non-GAAP Adjusted Effective Tax Rate	25.41		%	2321.16		%

(1) For the three months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, substantially all of the tax impact was from deferred taxes.

4140

INDEX

The US GAAP effective tax rate for the three months ended ~~October~~January 31, ~~2025~~2026 was 2233.61% compared to 17222.39% for the three months ended ~~October~~January 31, ~~2024~~2025. The US GAAP effective tax rate for the three months ended ~~October~~January 31, ~~2025~~2026 was ~~greater~~lower than the prior year primarily due to a change in jurisdictional mix of earnings~~, partially offset by a deferred tax benefit being recorded as a result of the enactment of tax rate reductions in Germany~~.

The Non-GAAP Adjusted Effective Tax Rate was 25.41% for the three months ended ~~October~~January 31, ~~2025~~2026 compared to 2321.16% for the three months ended ~~October~~January 31, ~~2024~~2025. The increase in the Non-GAAP Adjusted Effective Tax Rate for the three months ended ~~October~~January 31, ~~2025~~2026 compared with the prior year was primarily due to the mix of income.

Enactment of the "One Big Beautiful Bill Act" (OBBBA)

On July 4, 2025, President Trump signed into law the OBBBA. Key corporate tax provisions of the OBBBA include a handful of elective tax measures such as restoration of 100% bonus depreciation, and the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (R&E) expenditures. Other tax measures include modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.

Diluted Earnings (Loss) per Share:

Diluted earnings per share for the three months ended ~~October~~January 31, ~~2025~~2026 was $0.8456 per share compared with ~~earnings~~a loss per share of $(0.7443) per share for the three months ended ~~October~~January 31, ~~2024~~2025. This increase was primarily due to ana ~~increase~~decrease in ~~operating~~the provision for income taxes and, ~~partially~~to ~~offset~~a bylesser extent, an increase in ~~the~~ income ~~tax~~before ~~provision compared with the prior year~~taxes.

Below is a reconciliation of our US GAAP Earnings (Loss) per Share to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below are presented in the section above, “Provision for Income Taxes.”

	Three Months EndedOctober 31,
	Three Months EndedJanuary 31,
	2025		2024
	2026		2025
US GAAP Earnings Per Share	$	0.84	$	0.74
US GAAP Earnings (Loss) Per Share	$	0.56	$	(0.43)
Adjustments:
Restructuring and related charges	0.0911		0.0609
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments	(0.02)		0.04
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments	0.04		0.09
Amortization of acquired intangible assets	0.2221		0.2120
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	0.04		—
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	0.03		0.29
Held for Sale or Sold segment Adjusted Net Loss	—		0.01
Income tax adjustments	0.02		0.58
Legal settlement	—		—
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (1)	—		0.02
Income tax adjustments	(0.07)		(0.09)
Non-GAAP Adjusted EPS	$	0.97	$	0.84
Non-GAAP Adjusted EPS	$	1.10	$	0.97

On(1) aRepresents ~~constant~~the ~~currency~~impact ~~basis~~of using diluted weighted-average number of common shares outstanding (54.6 million shares for the three months ended January 31, 2025) included in the Non-GAAP Adjusted EPS ~~increased~~calculation ~~12%~~in ~~primarily~~order to apply the dilutive impact on adjusted net income due anto ~~increase~~the ineffect ~~Adjusted~~of ~~Operating~~unvested ~~Income,~~restricted ~~partially~~stock ~~offset~~units byand another ~~increase~~stock inawards. This impact occurs when a US GAAP net loss is reported and the ~~Adjusted~~effect ~~Income~~of ~~Tax~~using ~~Provision.~~dilutive shares is antidilutive.

42On a constant currency basis, Adjusted EPS increased 19% primarily due to an increase in Adjusted Operating Income and, to a lesser extent, lower diluted weighted-average number of common shares outstanding, partially offset by an increase in the Adjusted Income Tax Provision.

INDEX

SEGMENT OPERATING RESULTS

	Three Months EndedOctober 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Three Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
RESEARCH	~~2025~~2026		~~2024~~2025
Revenue:
Research Publishing	$	~~241~~233,~~382~~435	$	~~222~~225,~~667~~874	83	%	71	%
Research Solutions	3740,~~132~~684		3941,~~218~~670		(52)	%	(63)	%
Total Research Revenue	~~278~~274,~~514~~119		~~261~~267,~~885~~544		62	%	51	%
Cost of sales	73,~~675~~228		6769,~~527~~157		(96)	%	(85)	%
Direct expenses	8280,~~171~~786		8381,~~035~~685		1	%	35	%
Allocated Corporate expenses	41,~~493~~062		40,~~710~~316		(2)	%	~~(1)~~0	%
Amortization of intangible assets	11,~~214~~312		1110,~~086~~717		(16)	%	(1)	%
Adjusted Operating Income	6967,~~961~~731		5965,~~527~~669		183	%	163	%
Depreciation and amortization	23,~~319~~024		2221,~~522~~918		(45)	%	(23)	%
Adjusted EBITDA	$	9390,~~280~~755	$	8287,~~049~~587	144	%	133	%
Adjusted EBITDA Margin	33.51%		3132.37%

Revenue:

Research revenue for the three months ended ~~October~~January 31, ~~2025~~2026 increased $166.6 million, or 62%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 51% as compared with the prior year. ~~The~~Research ~~increase~~Publishing ~~was~~revenue ~~driven~~on bya ~~growth~~constant incurrency ~~Research~~basis ~~Publishing~~increased 1% as compared with the prior year primarily due to continued growth in author-funded open access and, to a lesser extent, an increase in recurring revenue models ~~combining~~which includes subscriptions and transformational agreements~~, and licensing revenue including AI~~. These increases were partially offset by lower licensing revenue including AI, and softness in ancillary products. ~~and~~Research ~~lower~~Publishing ~~corporate~~on ~~spending~~a onconstant ~~advertising~~currency ~~products~~basis inexcluding AI revenue increased 4%. Research Solutions. revenue on a constant currency basis decreased 3% as compared with the prior year primarily due to softness in recruiting and databases, partially offset by higher AI license revenue which includes content licensed from other publishers.

Research AI license revenue for the three months ended ~~October~~January 31, ~~2025~~2026 was $46.82 million as compared with ~~none~~$9 million in the prior year. Open access article output growth was approximately 2528% as compared with the prior year.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA increased 133% as compared with the prior year. This increase was primarily due to ~~higher~~cost ~~revenue~~savings initiatives and, to a lesser extent, ~~cost~~higher ~~savings initiatives~~revenue, partially offset by higher royalty costs.

4342

INDEX

	Three Months EndedOctober 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Three Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
LEARNING	~~2025~~2026		~~2024~~2025
Revenue:
Academic	$	8780,~~030~~108	$	9478,~~788~~795	~~(8)~~2	%	~~(8)~~1	%
Professional	5655,~~207~~809		6658,~~726~~287		(164)	%	(165)	%
Total Learning Revenue	~~143~~135,~~237~~917		~~161~~137,~~514~~082		(111)	%	(112)	%
Cost of sales	3034,~~713~~553		3835,~~188~~062		201	%	203	%
Direct expenses	3634,~~499~~699		3633,~~103~~808		(13)	%	(1)	%
Allocated Corporate expenses	2726,~~236~~364		2928,~~331~~441		7	%	89	%
Amortization of intangible assets	2,~~034~~031		2,~~021~~007		(1)	%	(1)	%
Adjusted Operating Income	4638,~~755~~270		5537,~~871~~764		~~(16)~~1	%	~~(16)~~1	%
Depreciation and amortization	10,~~680~~179		10,~~897~~761		25	%	26	%
Adjusted EBITDA	$	5748,~~435~~449	$	6648,~~768~~525	~~(14)~~0	%	(141)	%
Adjusted EBITDA Margin	4035.16%		4135.34%

Revenue:

Learning revenue decreased $181.32 million, or 111%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 112% as compared with the prior year. ~~due~~Academic torevenue ~~market-related~~on ~~softness,~~a ~~including~~constant acurrency ~~sharp~~basis ~~inventory~~increased ~~drop~~1% ~~off~~as atcompared anwith ~~online~~the ~~retailer~~prior ~~and~~year adue ~~slowdown~~to an increase in ~~consumer~~licensing revenue including AI and, ~~corporate~~to ~~spending.~~a ~~Professional~~lesser ~~revenue~~extent, ondigital content growth, partially offset by a ~~constant~~decline ~~currency~~in ~~basis~~print ~~decreased~~book ~~16%~~sales and, to a lesser extent, digital courseware. ~~Academic~~Professional revenue on a constant currency basis decreased 85%. ~~Learning~~as ~~was~~compared ~~also~~with ~~impacted~~the byprior $4year ~~million~~due ofto AIa ~~revenue~~decline in ~~the~~print ~~prior~~and ~~year,~~digital ~~included~~revenue indue ~~both~~to ~~Academic~~inventory ~~and~~reductions ~~Professional~~at ~~compared~~an ~~with~~online ~~$1.2~~retailer ~~million~~and ~~for~~a ~~the~~slowdown ~~three~~in ~~months~~consumer ~~ended~~and ~~October 31~~corporate spending, ~~2025.~~partially ~~Across~~offset ~~the~~by ~~segment,~~an ~~print~~increase ~~declines~~in ~~more~~licensing ~~than~~revenue ~~offset~~including ~~digital growth~~AI.

Learning AI license revenue for the three months ended January 31, 2026 was $1.2 million included in both Academic and Professional compared with none in the prior year.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 141% as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by ~~lower~~restructuring ~~royalty~~and cost savings initiatives, and favorable product mix.

44HELD FOR SALE OR SOLD

Our Held for Sale or Sold segment has no operating results for the three months ended January 31, 2026 and 2025, respectively. This is due to the completion of the sale of all businesses within this segment prior to the beginning of the current and comparative reporting periods. As a result, no revenues or expenses attributable to these businesses are included in the Unaudited Condensed Consolidated Statements of Net Income (Loss) for the three months ended January 31, 2026 and 2025. See Note 3, “Divestitures” for more details on the divestitures.

INDEX

	Three Months EndedOctober 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Three Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
HELD FOR SALE OR SOLD	2025		2024
CORPORATE EXPENSES	2026		2025
Total Held for Sale or Sold Revenue	$	—	$	3,196	#		#
Unallocated Corporate expenses	$	36,186	$	45,710	21	%	22	%
Cost of sales	—		1,285		#		#
Amortization of intangible assets	—		318		#		#
Direct expenses	—		2,403		#		#
Adjusted Unallocated Corporate Expenses	(36,186)		(46,028)		21	%	22	%
Allocated Corporate expenses	—		567		#		#
Depreciation and amortization	2,389		3,795		37	%	37	%
Amortization of intangible assets	—		—		#		#
Adjusted EBITDA	$	(33,797)	$	(42,233)	20	%	21	%
Adjusted Operating Loss	—		(1,059)		#		#
Depreciation and amortization	—		—		#		#
Adjusted EBITDA	$	—	$	(1,059)	#		#
Adjusted EBITDA Margin	0.0%		(33.1)%

# Variance greater than 100%

~~Revenue:~~On a constant currency basis, adjusted unallocated corporate expenses of $33.8 million on an Adjusted EBITDA basis decreased 21% as compared with the prior year. This was primarily due to restructuring and expense management across functional areas, namely technology.

~~Revenue~~RESULTS ~~for~~OF ~~Held~~OPERATIONS ~~for~~– ~~Sale~~NINE orMONTHS ~~Sold~~ENDED ~~decreased $3.2 million as compared with the prior year due to the sale of Wiley Edge on May~~ JANUARY 31, ~~2024, with the exception of its India operations which sold on August 31, 2024, and CrossKnowledge on August 31, 2024.~~2026

~~Adjusted~~NINE ~~EBITDA:~~MONTHS SUMMARY

On•US aGAAP ~~constant~~Results: ~~currency~~Consolidated ~~basis,~~Revenue ~~Adjusted~~of ~~EBITDA~~$1,228.6 ~~was~~million ~~zero~~(-1%, ~~for~~compared with the ~~three~~prior ~~months ended October 31~~year), ~~2025~~Operating ~~compared~~Income ~~to a loss~~ of $1166.17 million in(+15%, compared with the prior year), ~~due~~and toDiluted ~~the~~Earnings ~~sale~~per Share of ~~the~~$1.62 ~~Wiley~~(+$1.33 ~~Edge~~, ~~and~~compared ~~CrossKnowledge~~with ~~businesses~~the prior year).

	Three Months EndedOctober 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
CORPORATE EXPENSES	2025		2024
Unallocated Corporate expenses	$	37,580	$	46,742	20	%	20	%
Amortization of intangible assets	—		(163)		#		#
Adjusted Unallocated Corporate Expenses	(37,580)		(46,579)		19	%	20	%
Depreciation and amortization	1,930		3,299		41	%	42	%
Adjusted EBITDA	$	(35,650)	$	(43,280)	18	%	18	%

•Adjusted Results at Constant Currency (excluding Held for Sale or Sold segment results): Adjusted Revenue of $1,228.6 million (consistent with the prior year), Adjusted Operating Income of $183.0 million (+13%, compared with the prior year), Adjusted EBITDA of $290.9 million (+6%, compared with the prior year), and Adjusted EPS of $2.56 (+13%, compared with the prior year).

# Variance greater than 100%

On a constant currency basis, adjusted unallocated corporate expenses of $35.7 million on an Adjusted EBITDA basis decreased 18% as compared with the prior year. This was primarily due to prior restructuring and cost savings initiatives.

INDEX

RESULTS OF OPERATIONS – SIX MONTHS ENDED OCTOBER 31, 2025

SIX MONTHS SUMMARY

•US GAAP Results: Consolidated Revenue of $818.6 million (-1%, compared with the prior year), Operating Income of $104.0 million (+12%, compared with the prior year), and Diluted Earnings per Share of $1.05 (+48% , compared with the prior year).

•Adjusted Results at Constant Currency (excluding Held for Sale or Sold segment results): Adjusted Revenue of $818.6 million (consistent with the prior year), Adjusted Operating Income of $113.1 million (+9%, compared with the prior year), Adjusted EBITDA of $185.5 million (+4%, compared with the prior year), and Adjusted EPS of $1.59 (+9%, compared with the prior year).

CONSOLIDATED RESULTS OF OPERATIONS

Revenue:

Revenue for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 decreased $116.94 million, or 1%, as compared with the prior year. On a constant currency basis, revenue decreased 2% as compared with the prior year. Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue was consistent with the prior year on a constant currency basis. AI license revenue was $3442.93 million for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 as compared with $2130 million in the prior year. The AI license revenue in the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 includes $1519.74 million of revenue related to content which Wiley has licensed from other publishers.

Adjusted Revenue

Below is a reconciliation of our consolidated US GAAP Revenue, net to Non-GAAP Adjusted Revenue, net:

	Six Months EndedOctober 31,
	Nine Months EndedJanuary 31,
	2025		2024
	2026		2025
US GAAP Revenue, net	$	~~818~~1,~~551~~228,587	$	~~830~~1,~~404~~235,030
Less: Held for Sale or Sold segment	—		(17,382)
Non-GAAP Adjusted Revenue, net	$	~~818~~1,~~551~~228,587	$	~~813~~1,~~022~~217,648

See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.

~~Cost of Sales:~~44

Cost of sales for the six months ended October 31, 2025 of $213.6 million decreased $2.6 million, or 1%, as compared with the prior year. On a constant currency basis, cost of sales decreased 2% as compared with the prior year. This was primarily due to the prior year including employee costs primarily related to the Wiley Edge business which was sold on May 31, 2024 and, to a lesser extent, lower inventory costs primarily in Learning. These factors were partially offset by higher royalty costs on AI licensing revenue which included content licensed from other publishers.

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales increased 2% as compared with the prior year on a constant currency basis primarily due to higher royalty costs on AI licensing revenue, which included content licensed from other publishers, partially offset by lower inventory costs primarily in Learning.

INDEX

Cost of Sales:

Cost of sales for the nine months ended January 31, 2026 of $321.4 million increased $1.0 million and was consistent with the prior year. On a constant currency basis, cost of sales decreased 1% as compared with the prior year. This was primarily due to the prior year including employee costs primarily related to the Wiley Edge business which was sold on May 31, 2024 and, to a lesser extent, lower inventory costs primarily in Learning. These factors were partially offset by higher royalty costs.

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales increased 2% as compared with the prior year on a constant currency basis primarily due to higher royalty costs, partially offset by lower inventory costs primarily in Learning.

Operating and Administrative Expenses:

Operating and administrative expenses for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 of $~~465~~684.45 million decreased $2233.32 million, or 5% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 6% ~~and excluding expenses from the Held for Sale or Sold segment on a constant currency basis decreased 3%~~ as compared with the prior year. ~~These declines were primarily~~ due to restructuring and cost savings initiatives resulting in lower employee costs and, to a lesser extent, lower ~~travel~~professional fees, and ~~entertainment~~travel ~~costs,~~ and ~~professional~~entertainment ~~fees~~costs.

On a constant currency basis, operating and administrative expenses excluding expenses from the Held for Sale or Sold segment decreased 4% as compared with the prior year. These declines were primarily due to restructuring and cost savings initiatives resulting in lower employee costs and, to a lesser extent, lower professional fees, and travel and entertainment costs.

Restructuring and Related Charges:

We recorded restructuring and related charges in the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025 of $916.1 million and $713.51 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Global Restructuring Program

For the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, we recorded pretax restructuring charges of $916.12 million and $1116.28 million, respectively, related to this program.

See Note 9, “Restructuring and Related Charges” for more details on the Global Restructuring Program charges.

Business Optimization Program

For the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, we recorded pretax restructuring credits of less than $(0.1) million and $(3.78) million, respectively, related to this program.

See Note 9, “Restructuring and Related Charges” for more details on the Business Optimization Program credits.

For the impact of our restructuring programs on diluted earnings per share, see the section below, “Diluted Earnings per Share.”

Amortization of Intangible Assets:

Amortization of intangible assets was $2639.58 million for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, an increase of $0.69 million, or 2%, as compared with the prior year. On a constant currency basis, amortization of intangible assets ~~was~~decreased ~~consistent~~1% as compared with the prior year primarily due to the completion of amortization of certain acquired intangible assets, partially offset by amortization expense related to acquired definite lived intangible assets, including those acquired as part of an acquisition~~, offset by the completion of amortization of certain acquired intangible assets~~.

~~Operating Income, Adjusted Operating Income (OI) and Adjusted EBITDA:~~45

Operating income of $104.0 million for the six months ended October 31, 2025 increased $10.9 million, or 12% as compared with the prior year on a reported and constant currency basis. The increase was primarily due to lower operating and administrative expenses and, to a lesser extent, lower cost of sales, partially offset by a decrease in revenue.

Adjusted OI on a constant currency basis for the six months ended October 31, 2025 increased 9% as compared with the prior year. The increase in Adjusted OI was primarily due to lower operating and administrative expenses, partially offset by higher cost of sales and, to a lesser extent, lower Adjusted Revenue.

Adjusted EBITDA on a constant currency basis for the six months ended October 31, 2025 increased 4% as compared with the prior year primarily due to lower operating and administrative expenses, partially offset by higher cost of sales and, to a lesser extent, lower Adjusted Revenue.

INDEX

Operating Income, Adjusted Operating Income (OI) and Adjusted EBITDA:

Operating income of $166.7 million for the nine months ended January 31, 2026 increased $21.8 million, or 15% as compared with the prior year on a reported and constant currency basis. The increase was primarily due to lower operating and administrative expenses, partially offset by a decrease in revenue.

Adjusted OI and Adjusted EBITDA on a constant currency basis for the nine months ended January 31, 2026 increased 13% and 6%, respectively, as compared with the prior year. The increase in Adjusted OI and Adjusted EBITDA was primarily due to lower operating and administrative expenses, partially offset by higher cost of sales.

Adjusted OI

Below is a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted OI:

	Six Months EndedOctober 31,
	Nine Months EndedJanuary 31,
	2025		2024
	2026		2025
US GAAP Operating Income	$	~~103~~166,~~959~~717	$	93144,~~106~~937
Adjustments:
Restructuring and related charges	916,~~070~~127		713,~~497~~071
Held for Sale or Sold segment Adjusted Operating Loss	—		3,578
Legal settlement	108		—
Non-GAAP Adjusted OI	$	~~113~~182,~~137~~952	$	~~104~~161,~~181~~586

Adjusted EBITDA

Below is a reconciliation of our consolidated US GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA:

Six Months EndedOctober 31,

Nine Months EndedJanuary 31,

2025

2024

2026

2025

Net Income

5686,~~591~~270

3916,~~022~~068

Interest expense

2234,~~712~~202

2741,~~250~~277

Provision for income taxes

1933,~~126~~843

3274,~~918~~545

Depreciation and amortization

72107,~~375~~967

73110,~~971~~445

Non-GAAP EBITDA

~~170~~262,~~804~~282

~~173~~242,~~161~~335

Restructuring and related charges

916,~~070~~127

713,~~497~~071

Net foreign exchange transaction losses

155,202

37,~~094~~316

Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale

3,425

(6,170)

Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale

3,586

9,760

Other expense (income), net

23,~~090~~614

(34,~~008~~029)

Held for Sale or Sold segment Adjusted EBITDA

—

3,578

Legal settlement

108

—

Non-GAAP Adjusted EBITDA

~~185~~290,~~512~~919

~~178~~272,~~152~~031

~~Interest Expense:~~46

Interest expense for the six months ended October 31, 2025, was $22.7 million compared with the prior year of $27.3 million. This decrease was primarily due to a lower weighted average effective interest rate and, to a lesser extent, a decrease in the total debt outstanding.

Net Foreign Exchange Transaction Losses:

Net foreign exchange transaction losses of less than $(0.1) million for the six months ended October 31, 2025 were primarily due to losses on our foreign currency denominated third-party receivable and payable balances offset by gains on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

INDEX

~~Foreign~~Interest exchange transaction losses of $(3.1) million for the six months ended October 31, 2024 were primarily due to losses on our third-party receivable and payable balances and, to a lesser extent, losses on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In the six months ended October 31, 2024, we wrote off an additional net $0.3 million in cumulative translation adjustments in earnings due to the closure of our operations in Russia.Expense:

~~Net~~Interest ~~(Loss)~~expense ~~Gain~~for onthe ~~Sale~~nine ofmonths ~~Businesses~~ended January 31, ~~Assets~~2026, ~~and~~was ~~Impairment~~$34.2 ~~Charges~~million ~~Related~~compared with the prior year of $41.3 million. This decrease was primarily due to ~~Assets~~a ~~Held-for-Sale:~~lower weighted average effective interest rate and, to a lesser extent, a decrease in the total debt outstanding.

~~For~~Net ~~the~~Foreign ~~six~~Exchange ~~months~~Transaction ~~ended October 31, 2025 and 2024, we recorded net pretax~~ (~~loss~~Losses) ~~gain on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows~~:

	Six Months EndedOctober 31,
	2025		2024
University Services	$	(934)	$	1,489
CrossKnowledge	(2,309)		3,922
Wiley Edge	—		788
Tuition Manager	—		120
Other disposition activity	(182)		(149)
Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(3,425)	$	6,170

Net foreign exchange transaction losses of $(5.2) million for the nine months ended January 31, 2026 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and payable balances and, to a lesser extent, losses on our foreign currency denominated third party accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

~~These~~Foreign ~~charges~~exchange ~~are~~transaction ~~reflected~~losses inof ~~Net~~ $(~~loss~~7.3) ~~gain~~million onfor ~~sale~~the ofnine ~~businesses,~~months ~~assets~~ended January 31, 2025 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and ~~impairment~~payable ~~charges~~balances ~~related~~and, to ~~assets~~a ~~held-for-sale~~lesser extent, on our ~~Unaudited~~foreign ~~Condensed~~currency ~~Consolidated~~denominated ~~Statements~~third party accounts receivable and payable balances due to the impact of ~~Net~~the ~~Income~~change in average foreign exchange rates as compared to the US dollar. In the nine months ended January 31, 2025, we wrote off an additional net $0.4 million in cumulative translation adjustments in earnings due to the closure of our operations in Russia.

InNet ~~the~~Loss ~~six~~on ~~months~~Sale ~~ended~~of ~~October 31~~Businesses, ~~2025~~Assets, ~~Wiley recognized a $0.9 million pretax loss related to selling remaining University Services assets (Seller Note, earnouts,~~ and ~~TVG~~Impairment ~~Investment)~~Charges ~~for~~Related ~~$119.5 million cash received in June 2025, which settled all amounts due from the original January 2024 sale. In the six months ended October 31, 2024, Wiley recognized a $1.5 million reduction~~ to ~~the~~Assets ~~pretax loss on sale due to the initial University Services sale.~~Held-for-Sale:

OnFor ~~August 31, 2024, we completed~~ the ~~sale~~nine ~~of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the six~~ months ended ~~October~~January 31, 2026 and 2025, we ~~recognized~~recorded anet pretax loss ofon ~~$2.3~~sale ~~million as described above in the Results~~ of ~~Operations - Three Months Ended October 31~~businesses, ~~2025. In the six months ended October 31~~assets, ~~2024,~~and ~~upon~~impairment ~~completion~~charges ofrelated ~~the~~to assets held-for-sale weas ~~recognized~~follows: ~~a net reduction in the loss of $3.9 million.~~

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. In the six months ended October 31, 2024, we recognized a net reduction in the pretax loss on sale of $0.8 million.


	Nine Months Ended January 31,
	2026		2025
University Services	$	(934)	$	850
CrossKnowledge	(2,309)		4,197
Wiley Edge	(161)		(14,778)
Tuition Manager	—		120
Other disposition activity	(182)		(149)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(3,586)	$	(9,760)

These charges are reflected in Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income (Loss). See Note 3, “Divestitures” for more details on the divestitures.

Other (Expense) Income, Net:

Other expense, net was $(23.16) million for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, compared to other income, net of $34.0 million in the prior year. This decrease was primarily due to foregone interest income due to the sale of the University Services Seller Note on June 4, 2025 ~~and, to a lesser extent, an increase in pension expense for our defined benefit plans~~.

4947

INDEX

Provision for Income Taxes:

Below is a reconciliation of our US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes:

	Six Months EndedOctober 31,
	Nine Months EndedJanuary 31,
	2025		2024
	2026		2025
US GAAP Income Before Taxes	$	75120,~~717~~113	$	7190,~~940~~613
Pretax Impact of Adjustments:
Restructuring and related charges	916,~~070~~127		713,~~497~~071
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments	(1,550)		351
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments	1,880		5,590
Amortization of acquired intangible assets	2639,~~458~~801		2538,~~913~~956
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	3,425		(6,170)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	3,586		9,760
Held for Sale or Sold segment Adjusted Loss Before Taxes	—		3,578
Legal settlement	108		—
Non-GAAP Adjusted Income Before Taxes	$	~~113~~181,~~228~~615	$	~~103~~161,~~109~~568

Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:

	Six Months EndedOctober 31,
	Nine Months EndedJanuary 31,
	2025			2024
	2026			2025
US GAAP Income Tax Provision	$	1933,~~126~~843		$	3274,~~918~~545
Income Tax Impact of Adjustments(1):
Restructuring and related charges	13,~~790~~238			~~911~~1,315
Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments	(967)			338
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments	346			599
Amortization of acquired intangible assets	45,~~126~~985			35,~~601~~511
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	54			(1,513)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	(1,203)			(1,360)
Held for Sale or Sold segment Adjusted Tax Benefit	—			887
Legal settlement	—			—
Income Tax Adjustments
Impact of valuation allowance on the US GAAP effective tax rate	29			(13,119)
Impact of withholding tax on Sri Lanka distribution	(1,208)			—
Impact of valuation allowance on the US GAAP effective tax rate	334			(44,863)
Impact of change in Germany statutory tax rate on deferred tax balances	3,869			—
Non-GAAP Adjusted Income Tax Provision	$	2845,~~027~~204		$	2436,~~023~~634
US GAAP Effective Tax Rate	2528.32		%	4582.83		%
Non-GAAP Adjusted Effective Tax Rate	24.89		%	2322.37		%

(1) For the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, substantially all of the tax impact was from deferred taxes.

5048

INDEX

The US GAAP effective tax rate for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, was 2528.32% compared to 4582.83% for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025. The US GAAP effective tax rate for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 was lower than the prior year primarily due to a change in jurisdictional mix of earnings and a deferred tax benefit being recorded this year as a result of the enactment of tax rate reductions in Germany.

The Non-GAAP Adjusted Effective Tax Rate was 24.89% for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 compared to 2322.37% for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025. The increase in the Non-GAAP Adjusted Effective Tax Rate for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 compared with the prior year was primarily due to the mix of income.

Diluted Earnings per Share:

Diluted earnings per share for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 was $1.0562 per share compared with earnings per share of $0.7129 per share for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025. This increase was primarily due to a lower ~~income~~provision ~~tax~~for ~~provision~~income taxes and, to a lesser extent, higher income before taxes.

Below is a reconciliation of our US GAAP Earnings per Share to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below are presented in the section above, “Provision for Income Taxes.”

	Six Months EndedOctober 31,
	Nine Months EndedJanuary 31,
	2025		2024
	2026		2025
US GAAP Earnings Per Share	$	1.0562	$	0.7129
Adjustments:
Restructuring and related charges	0.1424		0.1221
Foreign exchange gains on intercompany transactions, including the write off of certain cumulative translation adjustments	(0.01)		—
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments	0.03		0.09
Amortization of acquired intangible assets	0.4264		0.4062
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	0.06		(0.08)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	0.09		0.20
Held for Sale or Sold segment Adjusted Net Loss	—		0.05
Legal settlement	—		—
Income tax adjustments	(0.0706)		0.2482
Non-GAAP Adjusted EPS	$	12.5956	$	12.4428

On a constant currency basis, Adjusted EPS increased 913% primarily due to an increase in Adjusted Operating Income and, to a lesser extent, lower diluted weighted-average number of common shares outstanding, partially offset by an increase in the Adjusted Income Tax Provision.

5149

INDEX

SEGMENT OPERATING RESULTS

	Six Months EndedOctober 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Nine Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
RESEARCH	~~2025~~2026		~~2024~~2025
Revenue:
Research Publishing	$	~~473~~706,~~209~~644	$	~~453~~679,~~618~~492	4	%	32	%
Research Solutions	86127,~~997~~681		73115,~~576~~246		1811	%	1710	%
Total Research Revenue	~~560~~834,~~206~~325		~~527~~794,~~194~~738		65	%	54	%
Cost of sales	~~154~~227,~~428~~656		~~138~~207,~~249~~406		(1210)	%	(119)	%
Direct expenses	~~170~~251,~~758~~544		~~169~~251,~~472~~157		~~(1)~~0	%	12	%
Allocated Corporate expenses	86127,~~474~~536		82122,~~602~~918		(54)	%	(43)	%
Amortization of intangible assets	2233,~~337~~649		2232,~~128~~845		(12)	%	21	%
Adjusted Operating Income	~~126~~193,~~209~~940		~~114~~180,~~743~~412		107	%	107	%
Depreciation and amortization	4669,~~704~~728		4566,~~081~~999		(4)	%	(2)	%
Adjusted EBITDA	$	~~172~~263,~~913~~668	$	~~159~~247,~~824~~411	87	%	86	%
Adjusted EBITDA Margin	3031.96%		3031.31%

Revenue:

Research revenue for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 increased $3339.06 million, or 65%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 54% as compared with the prior year. Research Publishing revenue on a constant currency basis increased 32% primarily due to continued growth in author-funded open access and, to a lesser extent, recurring revenue models ~~combining~~which includes subscriptions and transformational agreements~~, and licensing revenue including AI~~. These increases were partially offset by lower licensing revenue including AI, and softness in ancillary products. Research Solutions revenue on a constant currency basis increased 1710% primarily due to AI license revenue which includes content licensed from other publishers, partially offset by a decrease in recruitment ~~revenue~~and databases due to lower corporate spending.

Research AI license revenue for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 was $2026.78 million as compared to approximately $110 million in the prior year. Open access article output growth was approximately 2324% as compared with the prior year.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA increased 86% as compared with the prior year. This increase was primarily due to higher revenue and, to a lesser extent, restructuring and cost savings initiatives, partially offset by higher royalty costs ~~on AI licensing revenue which included content licensed from other publishers~~.

5250

INDEX

	Six Months EndedOctober 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Nine Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
LEARNING	~~2025~~2026		~~2024~~2025
Revenue:
Academic	$	~~142~~222,~~502~~610	$	~~154~~233,~~752~~547	(85)	%	(85)	%
Professional	~~115~~171,~~843~~652		~~131~~189,~~076~~363		(129)	%	(1210)	%
Total Learning Revenue	~~258~~394,~~345~~262		~~285~~422,~~828~~910		(107)	%	(107)	%
Cost of sales	5993,~~219~~772		70105,~~216~~278		1611	%	1612	%
Direct expenses	71105,~~080~~779		74107,~~036~~844		42	%	43	%
Allocated Corporate expenses	5581,~~515~~879		5987,~~139~~580		67	%	78	%
Amortization of intangible assets	46,~~121~~152		46,~~066~~073		(1)	%	(1)	%
Adjusted Operating Income	68106,~~410~~680		78116,~~371~~135		(138)	%	(138)	%
Depreciation and amortization	2030,~~524~~703		2232,~~191~~952		87	%	87	%
Adjusted EBITDA	$	88137,~~934~~383	$	~~100~~149,~~562~~087	(128)	%	(128)	%
Adjusted EBITDA Margin	34.48%		35.23%

Revenue:

Learning revenue decreased $2728.56 million, or 107%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 107% as compared with the prior year. Academic revenue on a constant currency basis decreased 85% primarily due to a ~~decrease~~decline in ~~license revenue including AI, lower~~ print book sales ~~through retail channels~~ and, to a lesser extent, a decrease in digital courseware, and licensing revenue including AI, partially offset by higher digital content growth. Professional revenue on a constant currency basis decreased 1210% primarily due to a decline in print and digital sales through retail channels and, to a lesser extent, a decrease in ~~license~~licensing revenue including AI.

Learning AI license revenue for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 was $1415.34 million as compared with approximately $20 million in the prior year.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 128% as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by lower royalty costs, inventory costs, and restructuring and cost savings initiatives.

5351

INDEX

Six Months EndedOctober 31,

% ChangeFavorable(Unfavorable)

Constant Currency % ChangeFavorable(Unfavorable)

Nine Months EndedJanuary 31,

% ChangeFavorable(Unfavorable)

Constant Currency % ChangeFavorable(Unfavorable)

HELD FOR SALE OR SOLD

~~2025~~2026

~~2024~~2025

Total Held for Sale or Sold Revenue

—

17,382

Cost of sales

—

7,755

Direct expenses

—

10,364

Allocated Corporate expenses

—

2,841

Amortization of intangible assets

—

Adjusted Operating Loss

—

(3,578)

Depreciation and amortization

—

Adjusted EBITDA

—

(3,578)

Adjusted EBITDA Margin

0.0%

(20.6)%

# Variance greater than 100%

Revenue:

Revenue for Held for Sale or Sold decreased $17.4 million as compared with the prior year due to the sale of Wiley Edge on May 31, 2024, with the exception of its India operations which sold on August 31, 2024, and CrossKnowledge on August 31, 2024.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA was zero for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 compared to a loss of $3.6 million in the prior year due to the sale of the Wiley Edge and CrossKnowledge businesses.

	Six Months EndedOctober 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Nine Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
CORPORATE EXPENSES	~~2025~~2026		~~2024~~2025
Unallocated Corporate expenses	$	81117,~~482~~668	$	89134,~~256~~966	913	%	913	%
Amortization of intangible assets	—		(~~323~~5)		#		#
Adjusted Unallocated Corporate Expenses	(81117,~~482~~668)		(88134,~~933~~961)		813	%	913	%
Depreciation and amortization	57,~~147~~536		610,~~699~~494		2328	%	2328	%
Adjusted EBITDA	$	(76110,~~335~~132)	$	(82124,~~234~~467)	712	%	812	%

# Variance greater than 100%

On a constant currency basis, adjusted corporate expenses of $76110.31 million on an Adjusted EBITDA basis decreased 812% as compared with the prior year. This was primarily due to ~~prior~~ restructuring and costs savings initiatives resulting in lower employment costs, and professional fees.

5452

INDEX

LIQUIDITY AND CAPITAL RESOURCES

Principal Sources of Liquidity

We believe that our operating cash flow, together with our revolving credit facilities and other available debt financing, will be adequate to meet our operating, investing, and financing needs in the next twelve months. Operating cash flow provides the primary source of cash to fund operating needs and capital expenditures. Excess operating cash is used to fund shareholder dividends and share repurchases. Other discretionary uses of cash flow include investments and acquisitions to complement and grow our portfolio of businesses. As necessary, we may supplement operating cash flow with debt to fund these activities. The overall cash position of the Company reflects our durable business results and a global cash management strategy that considers liquidity management, economic factors and tax considerations. Our cash and cash equivalents are maintained at a number of financial institutions. To mitigate the risk of uninsured balances, we select financial institutions based on their credit ratings and financial strength, and we perform ongoing evaluations of these institutions to limit our concentration risk exposure to any financial institution.

As of ~~October~~January 31, ~~2025~~2026, we had cash and cash equivalents of $6795.41 million, of which approximately ~~95%~~all was located outside the US. Maintenance of these cash and cash equivalent balances outside the US does not have a material impact on the liquidity or capital resources of our operations. We intend to repatriate earnings from our non-US subsidiaries, and to the extent we repatriate these funds to the US, we may be required to pay taxes in various US state and local jurisdictions and withholding or similar taxes in applicable non-US jurisdictions in the periods in which such repatriation occurs. Accordingly, as of ~~October~~January 31, ~~2025~~2026 we have recorded a deferred tax liability of approximately $1.24 million related to the estimated taxes that would be incurred upon repatriating certain non-US earnings to the US.

On November 30, 2022, we entered into the second amendment to the Third Amended and Restated Credit Agreement (collectively, the Amended and Restated CA). See Note 15, “Debt and Available Credit Facilities” for more details on the amendment. The Amended and Restated CA provided for senior unsecured credit facilities comprised of the following (i) a five-year revolving credit facility in an aggregate principal amount up to $1.115 billion which matures November 2027, (ii) a five-year term loan A facility consisting of $200 million which matures November 2027, and (iii) $185 million aggregate principal amount revolving credit facility which matured in May 2024.

As of ~~October~~January 31, ~~2025~~2026, we had approximately $~~871~~807.75 million of debt outstanding, net of unamortized issuance costs of $0.3 million, and approximately $~~423~~485.52 million of unused borrowing capacity under our Amended and Restated CA and other facilities. Our Amended and Restated CA contains certain restrictive covenants related to our consolidated leverage ratio and interest coverage ratio, which we were in compliance with as of ~~October~~January 31, ~~2025~~2026.

Analysis of Historical Cash Flows

The following table shows the changes in our Unaudited Condensed Consolidated Statements of Cash Flows.

	Six Months EndedOctober 31,
	Nine Months EndedJanuary 31,
	2025		2024
	2026		2025
Net cash used in operating activities	$	(76,505)	$	(93,992)
Net cash provided by operating activities	$	103,312	$	52,250
Net cash provided by (used in) investing activities	7245,~~438~~606		(4469,~~489~~694)
Net cash (used in) provided by financing activities	(12139,~~973~~972)		~~113~~24,~~083~~076
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash	$	~~(1,438)~~287	$	(1,~~441~~615)

Cash flow from operations is seasonally a use of cash in the first half of Wiley’s fiscal year principally due to the timing of collections for annual Journal Subscriptions and Transformational Agreements, which typically occurs in the beginning of the second half of our fiscal year.

Free cash flow less product development spending helps assess our ability, over the long term, to create value for our shareholders, as it represents cash available to repay debt, pay common dividends, and fund share repurchases, and acquisitions. Below are the details of Free cash flow less product development spending.

5553

INDEX

Free Cash Flow Less Product Development Spending:

	Six Months EndedOctober 31,
	Nine Months EndedJanuary 31,
	2025		2024
	2026		2025
Net cash used in operating activities	$	(76,505)	$	(93,992)
Net cash provided by operating activities	$	103,312	$	52,250
Less: Additions to technology, property, and equipment	(2537,~~125~~984)		(2942,~~030~~347)
Less: Product development spending	(69,~~296~~785)		(711,~~127~~054)
Free cash flow less product development spending	$	~~(107~~55,~~926)~~543	$	(~~130~~1,~~149~~151)

Net Cash ~~Used~~Provided InBy Operating Activities

The following is a summary of the $1751.50 million change in Net cash ~~used~~provided inby operating activities for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 compared with the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025 (amounts in millions).

Net cash used in operating activities – Six Months Ended October 31, 2024	$	(94.0)
Net cash provided by operating activities – Nine Months Ended January 31, 2025	$	52.3
Net income adjusted for items to reconcile net income to net cash used in operating activities, which would include such noncash items as depreciation and amortization, net losses on sale of businesses, assets, and impairment charges related to assets held-for-sale, restructuring charges, and the change in deferred taxes	20.3
Net income adjusted for items to reconcile net income to net cash provided by operating activities, which would include such noncash items as depreciation and amortization, net losses on sale of businesses, assets, and impairment charges related to assets held-for-sale, restructuring charges, and the change in deferred taxes	67.4
Working capital changes:
Accounts receivable, net and contract liabilities	(3222.3)
Accounts payable and accrued royalties	610.78
Changes in other assets and liabilities	22(4.89)
Net cash used in operating activities – Six Months Ended October 31, 2025	$	(76.5)
Net cash provided by operating activities – Nine Months Ended January 31, 2026	$	103.3

The unfavorable change in accounts receivable, net and contract liabilities was primarily due to the timing of billings to and collections from customers, and lower revenue.

The favorable change in accounts payable and accrued royalties was primarily due to the timing of payments.

The ~~favorable~~unfavorable ~~changes~~change in other assets and liabilities was ~~due to employee related costs~~ primarily due to ~~lower payments for annual incentive compensation in fiscal year 2026 related to~~ the ~~prior~~change ~~fiscal year, lower contributions to defined benefit plans~~ in ~~fiscal~~income ~~year~~taxes ~~2026,~~including ~~cash~~higher ~~received~~net ofincome ~~$4.2~~tax ~~million~~payments ~~for the interest receivable portion of the Seller Note related to the Sale Agreement~~ in fiscal year 2026~~, and other working capital changes~~. This was partially offset by ~~higher~~lower ~~income~~employee ~~tax~~related ~~payments, net, and~~ costs ~~related~~which toincludes ~~cloud~~lower ~~computing~~payments ~~arrangements~~for ~~primarily~~annual ~~associated~~incentive ~~with~~compensation ~~targeted enterprise modernization work~~ in fiscal year 2026. ~~These~~related ~~cloud~~to ~~computing~~the ~~costs~~prior ~~are~~fiscal ~~capitalizable~~year, and ~~amortized~~lower ~~but~~contributions ~~included~~to indefined ~~cash~~benefit ~~flow~~plans ~~from~~in ~~operations~~fiscal ~~rather~~year ~~than cash flow from investing activities~~2026.

Our negative working capital (current assets less current liabilities) was $~~159~~281.12 million and $381.0 million as of ~~October~~January 31, ~~2025~~2026 and April 30, 2025, respectively. This $~~221~~99.98 million change in negative working capital was primarily due to the seasonality of our business. The primary driver of the negative working capital is the benefit realized from unearned contract liabilities related to subscriptions for which cash has been collected in advance. The contract liabilities will be recognized as revenue when the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of ~~October~~January 31, ~~2025~~2026 and as of April 30, 2025 includes $~~218~~292.8 million and $462.7 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.

Cash collected in advance for subscriptions is used by us for a number of purposes, including funding operations, capital expenditures, acquisitions, debt repayments, dividend payments, and share repurchases.

INDEX

Net Cash Provided By (Used In) Investing Activities

Net cash provided by investing activities for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 was $7245.46 million compared to net cash used in investing activities of $4469.57 million in the prior year. The change in investing activities was primarily due to the $115.3 million in cash received in fiscal year 2026 as a result of selling the ~~Sale~~remaining ~~Agreement~~University Services assets in June 2025, partially offset by higher additions for publication rights. See Note 3, "Divestitures" for further details on the ~~Sale~~sale ~~Agreement~~of the University Services assets.

INDEX

Net Cash (Used In) Provided By Financing Activities

Net cash used in financing activities was $13140.0 million for the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026 compared to net cash provided by financing activities of $~~113~~24.1 million for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025. This change was primarily due to lower net borrowings in fiscal year 2026 of $~~108~~113.62 million and, to a lesser extent, an increase of $34.5 million in cash used for purchases of treasury shares, and a $16.9 million change in book overdrafts.

In the ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, we increased our quarterly dividend to shareholders to $1.42 per share annualized versus $1.41 per share annualized in the prior year.

During the three months ended July 31, 2025, our Board of Directors approved an additional share repurchase program of $250 million of Class A or B Common Stock. No share repurchases were made under this program during the six months ended October 31, 2025. This share repurchase program is in addition to the share repurchase program approved by our Board of Directors during the year ended April 30, 2020 of $200 million of Class A or B Common Stock. As of ~~October~~January 31, ~~2025~~2026, we had authorization from our Board of Directors to repurchase up to $22237.43 million that was remaining under this program. ~~During the six months ended October 31, 2025 and 2024, we repurchased $35.1 million and $25.0 million, respectively, under this program.~~

This share repurchase program is in addition to the share repurchase program approved by our Board of Directors during the year ended April 30, 2020 of $200 million of Class A or B Common Stock. As of January 31, 2026, no additional shares were remaining under this program for purchase.

The following table summarizes the shares repurchased of Class A and Class B Common Stock (shares in thousands):

	Six Months EndedOctober 31,
	Nine Months EndedJanuary 31,
	2025		2024
	2026		2025
Shares repurchased – Class A	~~883~~1,973		~~556~~782
Shares repurchased – Class B	26		12
Average price – Class A and Class B	$	3935.6542	$	44.8966

~~The~~During ~~total amount repurchased and~~ the ~~average~~nine price per share excludes excise taxes payable on share repurchases and may differ from the share repurchases reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows. For the six months ended ~~October~~January 31, ~~2025,~~2026 ~~the total amount repurchased~~ and ~~the~~2025, ~~total~~we ~~shares~~ repurchased ~~includes~~$70.1 ~~unsettled~~million ~~purchases,~~ and ~~such~~$35.0 ~~amount~~million, ~~differs~~respectively, ~~from~~under ~~the~~these ~~amount reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows~~programs.

The total amount repurchased and the average price per share excludes excise taxes payable on share repurchases and may differ from the share repurchases reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows. For the nine months ended January 31, 2026, the total amount repurchased and the total shares repurchased includes unsettled purchases, and such amount differs from the amount reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows.

ACCOUNTING STANDARDS UPDATE

We are required to prepare our Unaudited Condensed Consolidated Financial Statements in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) which is the source for all authoritative US GAAP. The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates (ASU). See Note 2, "Recent Accounting Standards" of Part I, Item 1, "Notes to Unaudited Condensed Consolidated Financial Statements" for further information.

5755

INDEX

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk primarily related to interest rates, foreign exchange, and credit risk. It is our policy to monitor these exposures and to use derivative financial investments and/or insurance contracts from time to time to reduce fluctuations in earnings and cash flows when it is deemed appropriate to do so. We do not use derivative financial instruments for trading or speculative purposes.

Interest Rates

From time to time, we may use interest rate swaps, collars, or options to manage our exposure to fluctuations in interest rates. It is management’s intention that the notional amount of interest rate swaps be less than the variable rate loans outstanding during the life of the derivatives.

The information set forth in Note 16, “Derivatives Instruments and Hedging Activities,” of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption “Interest Rate Contracts,” is incorporated herein by reference.

On an annual basis, a hypothetical one percent change in interest rates for the $~~372~~357.08 million of unhedged variable rate debt as of ~~October~~January 31, ~~2025~~2026 would affect net income and cash flow by approximately $2.87 million.

Foreign Exchange Rates

Fluctuations in the currencies of countries where we operate outside the US may have a significant impact on financial results. We are primarily exposed to movements in British pound sterling, euros, Canadian and Australian dollars, and certain currencies in Asia. The statements of financial position of non-US business units are translated into US dollars using period-end exchange rates for assets and liabilities and the statements of income (loss) are translated into US dollars using weighted-average exchange rates for revenues and expenses.

Our significant investments in non-US businesses are exposed to foreign currency risk. Adjustments resulting from translating assets and liabilities are reported as a separate component of Accumulated other comprehensive loss, net of tax within Total shareholders’ equity under the caption Foreign currency translation adjustment.

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2025~~2026, we recorded foreign currency translation ~~losses~~gains in Accumulated other comprehensive loss, net of tax of approximately $(433.1)3 million and $~~(10~~23.0)3 million, respectively, primarily as a result of the fluctuations of the US dollar relative to the British pound sterling. ~~During the three~~ and ~~six months ended October 31~~, 2024, we recorded foreign currency translation gains in Accumulated other comprehensive loss, net of tax of approximately $27.9 million and $42.9 million, respectively, primarily as a result of the fluctuations of the US dollar relative to ~~the euro and, to~~ a lesser extent, the ~~British pound sterling~~euro.

~~Exchange~~During ~~rate~~the ~~gains~~three ormonths ~~losses~~ended ~~related~~January 31, to2025, we recorded foreign currency ~~transactions~~translation ~~are~~losses ~~recognized~~in asAccumulated ~~transaction~~other ~~gains~~comprehensive orloss, ~~losses~~net onof ~~the~~tax ~~Unaudited~~of ~~Condensed~~approximately ~~Consolidated~~$(32.2) ~~Statements~~million primarily as a result of ~~Net~~the ~~Income~~fluctuations asof ~~incurred~~the US dollar relative to the British pound sterling. ~~Under~~During ~~certain~~the ~~circumstances~~nine months ended January 31, 2025, we ~~may~~recorded ~~enter~~foreign ~~into~~currency ~~derivative~~translation ~~financial~~gains ~~instruments~~ in Accumulated other comprehensive loss, net of tax of approximately $10.7 million, primarily as a result of the ~~form~~fluctuations of ~~foreign~~the ~~currency~~US ~~forward~~dollar ~~contracts~~relative to ~~hedge~~the ~~against~~euro, ~~specific~~partially ~~transactions,~~offset ~~including~~by ~~intercompany~~fluctuations ~~purchases~~of ~~and~~the ~~loans~~US dollar relative to the British pound sterling.

Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses on the Unaudited Condensed Consolidated Statements of Net Income (Loss) as incurred. Under certain circumstances, we may enter into derivative financial instruments in the form of foreign currency forward contracts to hedge against specific transactions, including intercompany purchases and loans.

The information set forth in Note 16, “Derivatives Instruments and Hedging Activities,” of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption “Foreign Currency Contracts,” is incorporated herein by reference.

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Sales Return Reserves

The estimated allowance for print book sales returns is based upon an analysis of actual historical return experience in the various markets and geographic regions in which we do business. We collect, maintain, and analyze significant amounts of sales returns data for large volumes of homogeneous transactions. This allows us to make reasonable estimates of the amount of future returns. All available data is utilized to identify the returns by market and to which fiscal year the sales returns apply. This enables management to track the returns in detail and identify and react to trends occurring in the marketplace, with the objective of being able to make the most informed judgments possible in setting reserve rates. Associated with the estimated sales return reserves, we also include a related increase to inventory and a reduction to accrued royalties as a result of the expected returns. Print book sales return reserves amounted to a net liability balance of $9.07 million and $9.0 million as of ~~October~~January 31, ~~2025~~2026 and April 30, 2025, respectively.

The reserves are reflected in the following accounts of our Unaudited Condensed Consolidated Statements of Financial Position:

	October 31, 2025		April 30, 2025
	January 31, 2026		April 30, 2025
Increase in Inventories, net	$	3,~~780~~972	$	4,042
Decrease in Accrued royalties	$	(2,~~098~~210)	$	(2,067)
Increase in Contract liabilities	$	1415,~~919~~845	$	15,093
Print book sales return reserve net liability balance	$	(9,~~041~~663)	$	(8,984)

A one percent change in the estimated sales return rate could affect net income by approximately $0.57 million. A change in the pattern or trends in returns could affect the estimated allowance.

Customer Credit Risk

In the journal publishing business, some subscriptions are sourced through journal subscription agents who, acting as agents for library customers, facilitate ordering by consolidating the subscription orders/billings of each subscriber with various publishers. Cash is generally collected in advance from subscribers by the subscription agents and is principally remitted to us between the months of December and April. Although currently we have minimal credit risk exposure to these agents, future calendar-year subscription receipts from these agents are highly dependent on their financial condition and liquidity. Subscription agents account for approximately 18% of total revenue for the year ended April 30, 2025, and no one affiliated group of subscription agents accounts for more than 10% of total revenue for the year ended April 30, 2025.

Our book business is not dependent upon a single customer; however, the industry is concentrated in national, regional, and online bookstore chains. Although no single book customer accounts for more than 6% of total consolidated revenue and 1113% of accounts receivable, net at ~~October~~January 31, ~~2025~~2026, the top 10 book customers account for approximately 1311% of total consolidated revenue and approximately 3236% of accounts receivable, net at ~~October~~January 31, ~~2025~~2026.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures: The Company’s Chief Executive Officer and Chief Financial Officer, together with the Chief Accounting Officer and other members of the Company’s management, have conducted an evaluation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the quarter ended ~~October~~January 31, ~~2025~~2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no significant developments related to legal proceedings during the three months ended ~~October~~January 31, ~~2025~~2026. For information regarding legal proceedings, see our Annual Report on Form 10-K for the fiscal year ended April 30, 2025 Note 16, “Commitment and Contingencies”.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, that if they were to occur, could materially adversely affect our businesses, consolidated financial condition, and results of operations. For a discussion of our risk factors, refer to Item 1A. “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended July 31, 2025, our Board of Directors approved an additional share repurchase program of $250 million of Class A or B Common Stock. ~~No share repurchases were made under this program during the three months ended October 31, 2025.~~ The share repurchase program is in addition to the share repurchase program approved by our Board of Directors during the year ended April 30, 2020 of $200 million of Class A or B Common Stock. As of January 31, 2026, no additional shares were remaining for purchase under the $200 million program approved during the year ended April 30, 2020.

During the three months ended ~~October~~January 31, ~~2025~~2026, we made the following purchases of Class A and Class B Common Stock under our publicly announced stock repurchase programs:

	Total Numberof SharesPurchased	AveragePrice PaidPer Share(1)		Total Numberof Shares Purchasedas part of a PubliclyAnnounced Program	Maximum Numberof Shares that Maybe PurchasedUnder the Program	Maximum DollarValue of Sharesthat May be PurchasedUnder Additional Plans or Programs(Dollars in millions)
August 2025	26,017	$	38.45	26,017	—	$	292.4
November 2025	163,488	$	35.97	163,488	—	$	266.5
September 2025	120,000	40.75		120,000	—	287.5
December 2025	459,871	31.68		459,871	—	251.9
October 2025	406,738	37.31		406,738	—	272.4
January 2026	471,176	30.94		471,176	—	237.3
Total	~~552~~1,~~755~~094,535	$	3832.1100	~~552~~1,~~755~~094,535	—	$	~~272~~237.43


(1)			Average price per share excludes excise taxes payable on share repurchases.

ITEM 5. OTHER INFORMATION

Directors and Executive Officers Trading Arrangements

During the period covered by this Quarterly Report on Form 10-Q, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS

Material Contracts
10.1*			John Wiley & Sons, Inc. 2025 Director Restricted Share Unit Grant Agreement pursuant to the 2022 Omnibus Stock Plan and Long-Term Incentive Plan
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1*			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1**			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Inline XBRL
101.INS*			Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*			Inline XBRL Taxonomy Extension Schema Document.
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
0			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed herewith

** Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						JOHN WILEY & SONS, INC.Registrant
			By			/s/ Matthew S. Kissner
						Matthew S. Kissner
						President and Chief Executive Officer
			By			/s/ Craig Albright
						Craig Albright
						Executive Vice President and Chief Financial Officer
			By			/s/ Christopher F. Caridi
						Christopher F. Caridi
						Senior Vice President, Chief Accounting Officer and Finance Transformation Leader
						Dated: December 5, 2025
						Dated: March 6, 2026

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