UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

June 110, 2026

(Date of Report)

(Date of earliest event reported)

JOHN WILEY & SONS, INC.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)


			001-11507						13-5593032

			(Commission File Number)						(IRS Employer Identification No.)
			111 River Street, Hoboken New Jersey						07030

			(Address of principal executive offices)						(Zip Code)
			Registrant’s telephone number, including area code:						(201) 748-6000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 110, 2026, ~~John~~Mari ~~Wiley~~J. &Baker ~~Sons~~notified ~~Ltd.~~the Board of Directors (the “~~Buyer~~Board”), ~~a private limited company incorporated in England and Wales and an indirect wholly-owned subsidiary~~ of John Wiley & Sons, Inc., (the "“Company"”), ~~entered~~of ~~into~~her anintent ~~Equity~~to ~~Purchase~~not ~~Agreement~~stand ~~(the~~for ~~"Purchase~~reelection ~~Agreement")~~at ~~with~~the ~~CIG~~2026 ~~Emerald~~Annual ~~Midco~~Meeting ~~LLC,~~of aShareholders ~~Delaware limited liability company~~ (the ~~"Seller"~~“Annual Meeting”), ~~and~~to ~~CIG~~be ~~Emerald~~held ~~Holding~~on ~~LLC~~Thursday, aSeptember ~~Delaware limited liability company ("Emerald Holding")~~24, ~~pursuant~~2026. toMs. ~~which~~Baker ~~Buyer~~will ~~acquired~~complete ~~from~~her ~~the~~current ~~Seller~~term ~~all~~as ofa ~~the~~director, ~~issued~~Chair ~~and outstanding equity securities~~ of ~~Emerald Holding (~~the ~~"Transaction")~~Executive inCompensation ~~exchange~~and ~~for~~Development ~~GBP~~Committee, ~~£337.5~~and ~~million~~member ~~(approximately~~of ~~$452 million) based on~~ the ~~exchange~~Executive ~~rate on June 1~~Committee, ~~2026),~~which ~~subject~~expires toat ~~customary~~the ~~purchase~~Annual ~~price~~Meeting. ~~adjustments~~Ms. ~~Emerald~~Baker's ~~Holding,~~decision ~~through~~to ~~its~~step ~~subsidiaries,~~down ~~operates~~from ~~Emerald~~the ~~Publishing,~~Board ais ~~research~~not ~~publisher~~the ~~headquartered~~result ~~in Leeds, England, with a portfolio~~ of ~~over~~any ~~480~~disagreement ~~peer-reviewed journals, 8,000 books, and 3,000 business cases across disciplines~~ with ~~particular~~the ~~emphasis~~Company on ~~economics,~~any ~~business,~~matter ~~finance,~~relating ~~engineering,~~to ~~and~~ the ~~social sciences. The purchase price was funded from the~~ Company's ~~cash~~operations, onpolicies ~~hand~~or practices.

The ~~Purchase~~Company ~~Agreement~~is ~~contains~~deeply ~~customary~~grateful ~~representations and warranties of Emerald Holding with respect~~ to ~~Emerald~~Ms. ~~Holding~~Baker ~~and~~for ~~its~~all ~~subsidiaries, and~~ of ~~the~~her ~~Seller~~contributions and ~~Buyer~~distinguished ~~each~~service ~~with respect~~ to ~~itself, and customary covenants of~~ the ~~parties.~~Board ~~The~~over ~~representations~~15 ~~and~~years ~~warranties~~as ofa ~~the~~director. ~~parties~~Her doexperience ~~not~~as ~~survive~~a ~~the~~seasoned ~~closing~~executive ofand ~~the~~board ~~Transaction.~~leader ~~The~~across ~~Seller~~public ~~has~~and ~~agreed~~private tocompanies, ~~indemnify~~with ~~Buyer~~deep ~~for~~expertise ~~certain~~in ~~tax matters~~technology, ~~subject~~and toher ~~customary~~insights ~~limitations.~~into Inexecutive ~~connection with the closing~~compensation, ~~Cambridge~~talent ~~Information Group IV LLC~~development, aand ~~Delaware~~organizational ~~limited~~leadership ~~liability~~have ~~company~~provided ~~and~~ an ~~affiliate~~invaluable ofperspective to the ~~Seller, delivered a restrictive covenant agreement in favor of Buyer~~Board.

~~The~~Effective ~~Purchase~~September Agreement and the above description of the Purchase Agreement have been included to provide investors and security holders with information regarding the terms of the Purchase Agreement. They are not intended to provide any other factual information about the Company24, ~~Buyer~~2026, ~~Emerald Holding or their respective subsidiaries. The representations, warranties and covenants contained in~~ the ~~Purchase~~Board's ~~Agreement~~size ~~were~~will ~~made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may~~ be ~~subject~~reduced to ~~limitations~~nine ~~agreed~~(9) ~~upon by the parties~~members, ~~including~~unless being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and ~~covenants~~until ormodified any description thereof as characterizations of the actual state of facts or condition of the Company, Buyer, Emerald Holding or any of their respective subsidiaries. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by ~~the~~resolution ~~Company. The foregoing description~~ of the ~~Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2~~Board.~~1 to this Current Report on Form 8-K and incorporated herein by reference.~~

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 2, 2026, the Company issued a press release announcing the completion of the Transaction and made available a supplemental investor presentation relating to the Transaction. Copies of the press release and the supplemental investor presentation are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are furnished herewith.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

~~(a)Financial~~The ~~Statements~~following exhibits are being “furnished” as part of ~~Business~~this ~~Acquired.~~Current Report on Form 8-K:

The Company intends to file any financial statements required by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The Company intends to file any pro forma financial information required by Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No. Description

2.1*† - Equity Purchase Agreement, dated as of June 1, 2026, by and among John Wiley & Sons Ltd., CIG Emerald Holding LLC and CIG Emerald Midco LLC.

99.1 - Press Release of John Wiley & Sons, Inc. dated June 2, 2026.

99.2 - Equity Purchase Agreement, dated as of June 1, 2026, by and among John Wiley & Sons Ltd., CIG Emerald Holding LLC and CIG Emerald Midco LLC.

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

† Certain confidential information, identified by bracketed asterisks “[*****]”, has been omitted from this exhibit pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish an unredacted copy of this exhibit supplementally to the Securities and Exchange Commission upon request.

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)

/s/ Matthew S. Kissner

Matthew S. Kissner

President and Chief Executive Officer

Dated: June 2, 2026

Dated: June 15, 2026

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