JOHN WILEY & SONS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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JOHN WILEY & SONS, INC.

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A message from our Board Chair

Dear Fellow Shareholders,

On behalf of Wiley’s Board of Directors, I want to thank you for your trust in us. It was a year of great

progress on multiple fronts. Under our President and CEO, Matt Kissner’s leadership, the team drove

strong execution and performance across our Research and Learning core; capitalized on emerging

opportunities in AI development and theever-expanding corporate market; and continued to improve

ourmargins and cash flow while reinvesting in proven successful core business opportunities.

For over 200 years, Wiley has successfully navigated through technological disruption and change.

The reason for this is straightforward. We provide must-have knowledge and insights that enable

such change and the ability to navigate it. From the second industrial revolution through the digital

age, and now with the advent of AI, Wiley plays a central role in ensuring the accuracy, impact, and

application of knowledge across key fields that drive the global economy, from science and innovation

to education and business. We have become a most trusted source in a constantly evolving world,

one now becoming weighed down by a proliferation of uncorroborated and often incorrect

information. That role is getting more important by the day.

Our people and our culture are our most critical assets. This year,

we saw the results of a highly engaged organization, rooted in our

mission, working across our global communities to serve

customers who are helping solve some of the most pressing

challenges facing the world today. Our increased focus has

enabled us to be even more impactful. What we do is good for

the world, good for economic growth, health, and well-being;

good for the planet and good for each other. We are embracing

responsible AI, for our internal benefit, and to help our partners

and customers on their innovation journeys. I want to thank our

global colleagues for all they do to drive our success and positive

impact.

Finally, I want to thank George Bell and Beth Birnbaum for their

Best wishes,

Jesse C. WileyChair, Wiley Board of Directors

contributions and years of service on the Wiley Board, and

welcome Dr. Karen Madden and Katya Andresen as new directors.

Both Dr. Madden and Ms. Andresen bring a wealth of experience,

knowledge and insights in R&D and innovation, and we are

thrilled to have them.

Thank you again for your continued trust and confidence as we

continue to deliver on our time-honored mission and financial

commitments.

A message from our President and Chief Executive Officer

To our Valued Shareholders,

Thank you for your continued trust and confidence. A year and a

half ago, we set out on a multi-year journey to become a stronger

and more profitable Wiley – to move definitively on our cost base

and unlock growth in our core. I am proud to say that Fiscal 2025

was another year of robust execution and progress. We met or

exceeded our financial commitments, drove growth in our core

while delivering material margin expansion and cash flow

improvement, and capitalized on emerging opportunities in the

corporate sector through AI licensing, data analytics, and knowledge

services.

Our strong results this year were driven by growth in Research and

Matthew S. KissnerPresident and CEO

AI licensing, and in permanent cost reductions across the

organization. We’ve made great strides in driving capital efficiency

and operating efficiency while reinvesting to accelerate AI momentum

and Research Publishing growth. Those reinvestments are paying off

in the form of new AI licensing agreements with some of the world’s

largest companies and in driving double-digit article submissions

growth across our high-quality journal portfolio. As you can see in our

growth and margin outlook for Fiscal 2026, we are not slowing down.

Today’s Wiley is a leading provider of authoritative content and data-

driven insights for the advancement of science, innovation and

learning. We now stand at the forefront of both scientific breakthrough and responsible AI deployment and are

excited by the opportunities that lie ahead to play an increasingly larger role in transforming trusted knowledge

into intelligence for real world impact. We are partnering with some of the most advanced institutions and

corporations in the world, including Anthropic, Amazon Web Services and Perplexity to improve research and

learning, the European Space Agency on AI for Earth Observation, the American Cancer Society to publish the

latest cancer breakthroughs, multi-national pharmaceutical companies to revolutionize drug discovery, and the

largest tech companies to help train and develop AI models and interfaces. This is only the beginning.

Our culture of purposeful innovation, continuous improvement and speed remains the core of our success. I

want to thank our wonderful colleagues around the world for their relentless drive and consistent execution.

We are united in our mission to serve our customers and help them solve some of the most pressing challenges

facing the world today.

Finally, I am grateful to our proactive Board of Directors. Their collective experience, independent thinking, and

shared insights remain essential in our drive to continuously improve our fundamentals and maximize

shareholder value over the long term.

I want to thank you again for your continued interest and confidence. We will continue to work hard to reward

it.

We are pleased to invite you to attend the 2025 Annual Meeting of Shareholders of John Wiley & Sons, Inc., to be held

on September 25, 2025, at 8:00 am EDT. Details for accessing the webcast are in the Notice of Meeting included in this

Proxy Statement.

111 River Street, Hoboken, New Jersey 07030-5774, U.S.A.

T +1 201 748 6000

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, 2026;

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, 2025, 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, 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,

Deirdre P. Silver

Executive Vice President, General Counsel and Corporate Secretary

Hoboken, New Jersey

August 14, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on September 25, 2025.Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended April 30, 2025, are available at www.proxyvote.com. We are making the Proxy Statement and the form of proxy first available on or about August 14, 2025.

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 2026 in connection with our multiyear Global Restructuring Program

and completed dispositions; (xi) 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; (xii) 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; (xiii) 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 (xiv) other factors

detailed from time to time in our SEC filings. We undertake no obligation to update or revise any such forward-looking

statements to reflect subsequent events or circumstances.

NON-GAAP FINANCIAL MEASURES

Wiley presents financial information that conforms to Generally Accepted Accounting Principles in the United States of

America (“GAAP”). Wiley also presents financial information that does not conform to GAAP, which we refer to as non-GAAP.

We may present financial measures and performance results such as Adjusted Earnings Per Share ("Adjusted EPS"),

Adjusted Operating Income and margin, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective

Tax Rate, EBITDA, Adjusted EBITDA and margin, Adjusted Revenue, Free Cash Flow Less Product Development Spending,

organic revenue, and results on a constant currency basis to assess underlying business performance and trends.

Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and

financial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate

our performance and calculate incentive compensation. We present these non-GAAP performance measures in addition to

US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to

certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP

performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by

excluding items that we do not consider to be controllable activities for this purpose.

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