Weber Andrew 4

4 · JOHN WILEY & SONS, INC. · Filed May 4, 2026

AI-generated summary of this filing

Updated May 4, 2026

WLY EVP Andrew Weber Receives 4,627 Shares; 2,603 Withheld

What Happened

Andrew Weber, EVP, Technology & Operations at John Wiley & Sons (WLY), had 4,627 restricted stock units (RSUs convert 1-for-1 to Class A shares) vest and convert into 4,627 shares on April 30, 2026.
To satisfy tax withholding, 2,603 shares were withheld at an effective price of $40.93, generating $106,541 in tax withholding. After withholding, 2,024 shares were delivered to Weber. Transaction codes: M = exercise/conversion of derivative (RSU vesting); F = payment of tax liability (share withholding).

Key Details

Transaction date: April 30, 2026; Form 4 filed May 4, 2026 (timely).
Vested/converted: 4,627 shares (604 + 884 + 1,132 + 2,007).
Shares withheld for taxes: 2,603 at $40.93 = $106,541. Net shares issued to insider: 2,024.
RSU conversion rate: 1-for-1 into Class A common stock (footnote F7).
Reporting person owns a total of 10,982 restricted stock units as of this report (per filing footnote).
Transaction types: M (exercise/conversion of derivative) and F (payment of tax liability/withholding).

Context

This was not an open-market sale or purchase; it was routine vesting of RSUs and share withholding to cover taxes (common practice).
The withholding is effectively a cashless settlement of tax obligations and does not necessarily indicate a change in insider sentiment.
No 10b5-1 plan or late-filing indication is disclosed in the form.

Form 4

Period: 2026-04-30

EVP, Technology and Operations

Transactions

Exercise/Conversion
Class A Common
2026-04-30+604→ 8,924 total
Exercise/Conversion
Class A Common
2026-04-30+884→ 9,808 total
Exercise/Conversion
Class A Common
2026-04-30+1,132→ 10,940 total
Exercise/Conversion
Class A Common
2026-04-30+2,007→ 12,947 total
Tax Payment
Class A Common
2026-04-30$40.93/sh−2,603$106,541→ 10,344 total
Exercise/Conversion
Restricted Stock Units
[F1][F2][F3]
2026-04-30−604→ 0 total
→ Class A Common (604 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4][F5]
2026-04-30−884→ 884 total
→ Class A Common (884 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F6][F5]
2026-04-30−1,132→ 2,264 total
→ Class A Common (1,132 underlying)
Exercise/Conversion
Restricted Stock Units
[F7][F8][F5]
2026-04-30−2,007→ 6,024 total
→ Class A Common (2,007 underlying)

Footnotes (8)

[F1]1-for-1
[F2]On June 22, 2022, the reporting person was granted 2,413 restricted stock units, vesting in four equal annual installments, beginning on April 30, 2023, and are subject to forfeiture under the terms and conditions of the grant.
[F3]As a result of this transaction, all restricted stock units granted on June 22, 2022 have vested.
[F4]On June 23, 2023, the reporting person was granted 3,536 restricted stock units, vesting in four equal annual installments, beginning on April 30, 2024, and are subject to forfeiture under the terms and conditions of the grant.
[F5]Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 10,982 restricted stock units as of this report.
[F6]On June 26, 2024, the reporting person was granted 4,528 restricted stock units, vesting in four equal annual installments, beginning on April 30, 2025, and are subject to forfeiture under the terms and conditions of the grant.
[F7]Restricted stock units convert into Class A common stock on a one-for-one basis.
[F8]On June 25, 2025, the reporting person was granted 8,031 restricted stock units, vesting in four equal annual installments, beginning on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

Signature

/s/ Deirdre P. Silver, Attorney-In-Fact|2026-05-04

1 file