JOHN WILEY & SONS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934

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A message from our Chair

Dear Fellow Shareholders,

On behalf of the Wiley Board of Directors, I want to thank you for your continued confidence and investment in Wiley. Fiscal 2024 was a pivotal year for us. We intensified our focus on our core strengths in Research and Learning. We divested non-core businesses and underperforming assets. We streamlined the organization and right-sized our cost structure.

Under Matt Kissner’s leadership, we have made marked progress in executing and delivering on our financial commitments, driving momentum in our publishing and solutions core, and rallying around AI opportunities. We are poised to take the next step in our exciting journey as a knowledge company. I am energized and optimistic about our future, near and long-term.

One of our most important responsibilities as a Board is selecting the best leader for the Company. To do this, we established a CEO Succession Committee and process that resulted in the unanimous decision to appoint Matt as President and CEO. During a nine-month term as interim he made a significant impact. Matt is a proven leader aligned with our mission and culture, able to deliver strong results. All this makes him the right choice to lead Wiley into the future.

The Wiley that began in 1807 as a print shop in lower Manhattan has become one of the world’s leading sources of knowledge in science, technology, engineering, and business. Today, with value adding technology and tools, our lasting strength remains the development of high-quality knowledge and solutions that help institutions, corporations, and individuals apply that knowledge, making an impact in their fields and careers.

I am proud to be part of the Wiley community of colleagues and customers. What we do in research and learning is good for the world and as needed as ever. We contribute to significant scientific and economic progress enabling and magnifying the work and impact of knowledge seekers around the world. This mission energizes all of us – colleagues, authors, customers, partners, and shareholders.

I want to especially thank our colleagues across the globe for their tireless work and remarkable achievements this year. Your commitment to execution on behalf of customers with camaraderie and commitment is remarkable. Wiley is its people.

Thank you again for your continued trust and confidence as we work to deliver on our time-honored mission and our value creation plans.

All the Best,

Jesse C. WileyChair of the Board

A message from our President and Chief Executive Officer

To our Valued Shareholders,

Over the past year, we have become a stronger and more profitable Wiley. We moved decisively to simplify our portfolio and focus on our Research and Learning core while driving operating efficiency and publishing innovation. We executed at a consistently high level and met and exceeded our guidance and other stated objectives. We enter a new year with strong business momentum, meaningful margin expansion, and a renewed sense of optimism across the organization.

2024 marks our 217th year. Today’s Wiley enables the creation of new knowledge and its application in critical areas of the global knowledge economy - in science, learning and innovation. Our authoritative content, tools, and services are entrusted by the most admired institutions and companies in the world, prestigious societies, and Nobel Prize-winning authors. Millions of researchers and learners depend on Wiley for their personal and professional advancement. After 217 years, Wiley remains as relevant as ever.

Our culture has always been the heart of our success. To that end, I am grateful to our wonderful colleagues around the world. They rose to the occasion this year and drove a rapid recovery in our core, took advantage of artificial intelligence opportunities, and delivered on our value plan commitments.

I am grateful to our world-class Board of Directors. Over the past year, their independent perspectives and shared insights have been hugely beneficial to our Company and its success, and ultimately to our Shareholders.

We are fully confident in our direction of travel as we continue to execute on our value plans and move decisively on the publishing, solutions, optimization, and innovation opportunities in front of us. On behalf of the Wiley leadership team, I want to thank you for your continued support and confidence. We appreciate all of you.

We are pleased to invite you to attend the 2024 Annual Meeting of Shareholders of John Wiley & Sons, Inc., to be held on September 26, 2024, at 8:00 am EDT. Details for accessing the webcast are in the Notice of Meeting included in this Proxy Statement.

Best regards,

Matthew S. KissnerPresident and CEO

111 River Street, Hoboken, NJ 07030-5774, U.S.

T +1 201 748 6000

F +1 201 748 5800

www.wiley.com

Notice of Annual Meeting of Shareholders

Items to be Voted Upon

1. Elect a Board of Directors of ten (10) directors, of whom three (3) are to be elected by the holders of Class A Common Stock voting as a class and seven (7) are to be elected by the holders of Class B Common Stock voting as a class;

2. Ratify the appointment by the Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending April 30, 2025;

3. Approve, on an advisory basis, the compensation of our named executive officers; and

4. Transact such other business as may properly come before the meeting or any adjournments thereof.

Who may vote

Shareholders of record at the close of business on July 31, 2024, will be entitled to notice of, and to vote at, the Annual Meeting.

Attending the Virtual Meeting

The Annual Meeting will be a virtual meeting of shareholders. During the virtual Annual Meeting, you may ask questions, and you will be able to vote your shares electronically. Your vote is very important. Whether or not you plan to attend the Annual Meeting virtually, please promptly vote by telephone or over the Internet, or by completing, signing, dating, and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.

Even if you execute this proxy, vote by telephone, or vote via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Corporate Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, by telephone, or via the Internet), or by voting online at the Annual Meeting.

The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B shareholders are included. The matters listed in the Notice of Meeting are described in this Proxy Statement.

By Order of the Board of Directors,

Marjorie Pierre-Merritt

Corporate Secretary and Chief Governance Counsel

Hoboken, NJ

August 14, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on September 26, 2024.Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended April 30, 2024, are available at www.proxyvote.com.We are making the Proxy Statement and the form of proxy first available on or about August 14, 2024.

This Proxy Statement contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition, and results of operations. The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will,” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Examples of forward-looking statements include, among others, anticipated restructuring charges and savings, operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those described in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for our journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of our educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) our ability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year 2025 in connection with our multiyear Global Restructuring Program and planned and completed dispositions; (xi) the possibility that the divestitures will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to planned dispositions; (xii) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xiii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; (xiv) our ability to leverage artificial intelligence technologies in our products and services, including generative artificial intelligence, large language models, machine learning, and other artificial intelligence tools; and (xv) other factors detailed from time to time in our filings with the SEC. We undertake no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

NON-GAAP FINANCIAL MEASURES

Wiley provides non-GAAP financial measures and performance results such as “Adjusted EPS,” “Adjusted Operating Income,” “Adjusted EBITDA,” “Adjusted Revenue,” "Free Cash Flow Less Product Development Spending" and results on a constant currency basis to assess underlying business performance and trends. Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of divestitures and acquisitions provide a useful comparable basis to analyze operating results and earnings.

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