JOHN WILEY & SONS, INC. — Director's Dealing 2023

May 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHN WILEY & SONS, INC. (WLY, WLYB)
CIK: 0000107140
Period of Report: 2023-05-01

Reporting Person: Flynn Jay (EVP and GM, Research)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-01	Class A Common	M	742	—	Acquired	8677	Direct
2023-05-01	Class A Common	M	931	—	Acquired	9608	Direct
2023-05-01	Class A Common	M	625	—	Acquired	10233	Direct
2023-05-01	Class A Common	M	1556	—	Acquired	11789	Direct
2023-05-01	Class A Common	F	1556	$38.21	Disposed	10233	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-01	Restricted Stock Units	$	M	742	Disposed		Class A Common (742.0)	Direct
2023-05-01	Restricted Stock Units	$	M	931	Disposed		Class A Common (931.0)	Direct
2023-05-01	Restricted Stock Units	$	M	625	Disposed		Class A Common (625.0)	Direct
2023-05-01	Restricted Stock Units	$	M	1556	Disposed		Class A Common (1556.0)	Direct

Footnotes

F1: Represents shares surrendered to cover withholding tax liability due upon vesting of restricted stock units.

F2: 1-for-1

F3: Vesting date of April 30, 2023 was on a Sunday, therefore, transaction was processed on the following Monday, May 1, 2023.

F4: On June 27, 2019, reporting person was granted 2,965 restricted stock units to vest in four equal installments on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

F5: As a result of this transaction, all restricted stock units for the June 27, 2019 grant have vested.

F6: On June 26, 2020, reporting person was granted 3,725 restricted stock units to vest in four equal installments on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

F7: Represents the total remaining beneficially owned shares in each grant following the reported transaction.

F8: On June 24, 2021, reporting person was granted 2,498 restricted stock units to vest in four equal installments on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.

F9: On June 22, 2022, reporting person was granted 6,227 restricted stock units to vest in four equal installments on April 30th of each year after grant. Restricted stock units are subject to forfeiture under the terms and conditions of the grant.