Weber Andrew 4

4 · JOHN WILEY & SONS, INC. · Filed Jul 1, 2026

AI-generated summary of this filing

Updated Jul 1, 2026

Wiley (WLY) EVP Andrew Weber Receives Award, Surrenders Shares for Taxes

What Happened

Andrew Weber, EVP, Technology & Operations at John Wiley & Sons (WLY), had performance stock units convert and vest into 7,536 shares on June 30, 2026. Of those, 4,168 shares were surrendered to cover withholding taxes (cashless tax withholding) valued at $48.51/share, totaling $202,190. The net result was issuance of the remaining 3,368 shares to the reporting person.

Key Details

Transaction date: June 30, 2026; Form 4 filed July 1, 2026 (timely filing).
Vesting/conversion: 7,536 shares resulted from conversion/exercise of PSUs/RSUs (6,631 + 905).
Tax withholding: 4,168 shares surrendered at $48.51 each for $202,190 (transaction code F — tax withholding).
Net shares delivered: 3,368 shares retained by the insider from this vesting event.
Footnotes: PSUs granted Nov 2, 2023 were converted to RSUs after performance conditions were approved May 27, 2026 and vested June 30, 2026 (1-for-1 conversion). Footnotes also note some other RSUs granted June 23, 2023 and that the reporting person owns a total of 33,779 RSUs as of this report.
Nature: This was a vesting/tax-withholding event (not an open-market sale or purchase).

Context

This is a routine equity compensation vesting event. The surrender of shares to cover taxes is common and does not indicate an open-market sale or trading decision by the insider. When PSUs/RSUs vest and shares are withheld for taxes, filings will show surrendered shares (code F) rather than a cash tax payment.

Form 4

Period: 2026-06-30

EVP, Technology and Operations

Transactions

Exercise/Conversion
Class A Common
2026-06-30+6,631→ 16,975 total
Exercise/Conversion
Class A Common
2026-06-30+905→ 17,880 total
Tax Payment
Class A Common
[F1]
2026-06-30$48.51/sh−4,168$202,190→ 13,712 total
Exercise/Conversion
Restricted Stock Units
[F2][F3][F4]
2026-06-30−6,631→ 0 total
→ Class A Common (6,631 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5][F6]
2026-06-30−905→ 905 total
→ Class A Common (905 underlying)

Footnotes (6)

[F1]Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.
[F2]1-for-1
[F3]On November 2, 2023, the Reporting Person received a grant of Performance Stock Units ("PSUs"). Under the grant, the PSUs could be earned based on the achievement of certain financial targets. The performance conditions were approved on May 27, 2026 and converted into Restricted Stock Units scheduled to vest on June 30, 2026. Restricted Stock Units are subject to forfeiture until vested and convert into Class A common stock on a one-for-one basis.
[F4]As a result of this transaction, all restricted stock units granted on May 27, 2026 have vested.
[F5]On June 23, 2023, the reporting person was granted 3,619 restricted stock units, vesting in four equal annual installments, beginning on June 30th of each year after grant, and are subject to forfeiture under the terms and conditions of the grant.
[F6]Total amount reported represents securities owned related solely to this particular grant or award. Reporting person owns a total of 33,779 restricted stock units as of this report.

Signature

/s/ Deirdre P. Silver, Attorney-In-Fact|2026-07-01

1 file