Weber Andrew 4

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.