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JOHN WILEY & SONS, INC.

For the period ended Oct 31, 2025. Filed Dec 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 31, 2025 · Filed Dec 5, 2025

WLY$50.23-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Current report: 10-Q

Period ended 2025-10-31; filed 2025-12-05.

0000107140-25-000198

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 123 previous paragraphs and 190 current paragraphs.

66 unchanged; 45 reworded; 50 added; 11 removed; 1 previous and 29 current paragraphs rearranged.

Tables are not compared: 21 previous and 28 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (50)

Current report

Adjusted EBITDA on a constant currency basis for the three months ended October 31, 2025 increased 8% as compared with the prior year primarily due tolower operating and administrative expenses, partially offset by a decrease in Adjusted Revenue.

Current report

Net foreign exchange transaction losses of $(3.3) million for the three months ended October 31, 2024 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Current report

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the three months ended October 31, 2025, we recognized a loss of $2.3 million which included reducing the fair value of the earnout from $1.8 million at the time of the sale to zero, and $0.5 million related to an uncollectible receivable. In the three months ended October 31, 2024, we recognized an additional loss of $0.5 million upon completion of the sale.

Current report

Other expense, net was$(2.0) million for the three months ended October 31, 2025, compared to other income, net of$2.2 million in the prior year. This decrease was primarily due to foregone interest income due to the sale of the University Services Seller Note on June 4, 2025 and, to a lesser extent, an increase in pension expense for our defined benefit plans. See below in the "Results of Operations - Six months ended October 31, 2025" for more details on the sale.

Current report

The US GAAP effective tax rate for the three months ended October 31, 2025 was 22.6% compared to 17.3% for the three months ended October 31, 2024. The US GAAP effective tax rate for the three months ended October 31, 2025 wasgreater than the prior year primarily due to a change in jurisdictional mix of earnings, partially offset by a deferred tax benefit being recorded as a result of the enactment of tax rate reductions in Germany.

Current report

On a constant currency basis, Adjusted EBITDA increased 13% as compared with the prior year. This increase was primarily due to higher revenue and, to a lesser extent, cost savings initiatives, partially offset by higher royalty costs.

Current report

Learning revenue decreased $18.3 million, or 11%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 11% as compared with the prior year due to market-related softness, including a sharp inventory drop off at an online retailer and a slowdown in consumer and corporate spending. Professional revenue on a constant currency basis decreased 16%. Academic revenue on a constant currency basis decreased 8%. Learning was also impacted by $4 million of AI revenue in the prior year, included in both Academic and Professional compared with $1.2 million for the three months ended October 31, 2025. Across the segment, print declines more than offset digital growth.

Current report

On a constant currency basis, adjusted unallocated corporate expenses of$35.7 million on an Adjusted EBITDA basis decreased 18% as compared with the prior year. This was primarily due to prior restructuring and cost savings initiatives.

Current report

•US GAAP Results: Consolidated Revenue of $818.6 million (-1%, compared with the prior year), Operating Income of $104.0 million (+12%, compared with the prior year), and Diluted Earnings per Share of $1.05 (+48% , compared with the prior year).

Current report

For the six months ended October 31, 2025 and 2024, we recorded pretax restructuring charges of $9.1 million and $11.2 million, respectively, related to this program.

Current report

Operating income of$104.0 million for the six months ended October 31, 2025 increased$10.9 million, or 12% as compared with the prior year on a reported and constant currency basis. The increase was primarily due to lower operating and administrative expenses and, to a lesser extent, lower cost of sales, partially offset by a decrease in revenue.

Current report

Adjusted OI on a constant currency basis for the six months ended October 31, 2025 increased 9% as compared with the prior year. The increase in Adjusted OI was primarily due to lower operating and administrative expenses, partially offset by higher cost of sales and, to a lesser extent, lower Adjusted Revenue.

Current report

In the six months ended October 31, 2025, Wiley recognized a $0.9 million pretax loss related to selling remaining University Services assets (Seller Note, earnouts, and TVG Investment) for $119.5 million cash received in June 2025, which settled all amounts due from the original January 2024 sale. In the six months ended October 31, 2024, Wiley recognized a $1.5 million reduction to the pretax loss on sale due to the initial University Services sale.

Current report

Other expense, net was $(2.1) million for thesix months ended October 31, 2025, compared to other income, net of $3.0 million in the prior year. This decrease was primarily due to foregone interest income due to the sale of the University Services Seller Note on June 4, 2025 and, to a lesser extent, an increase in pension expense for our defined benefit plans.

Current report

The US GAAP effective tax rate for the six months ended October 31, 2025, was 25.3% compared to 45.8% for the six months ended October 31, 2024. The US GAAP effective tax rate for the six months ended October 31, 2025 was lower than the prior year primarily due to a change in jurisdictional mix of earnings and a deferred tax benefit being recorded this year as a result of the enactment of tax rate reductions in Germany.

Current report

The Non-GAAP Adjusted Effective Tax Rate was 24.8% for the six months ended October 31, 2025 compared to 23.3% for the six months ended October 31, 2024. The increase in the Non-GAAP Adjusted Effective Tax Rate for the six months ended October 31, 2025 compared with the prior year was primarily due to the mix of income.

Current report

Diluted earnings per share for the six months ended October 31, 2025 was$1.05 per share compared with earnings per share of$0.71 per share for the six months ended October 31, 2024. This increase was primarily due to a lower income tax provision and, to a lesser extent, higher income before taxes.

Current report

On a constant currency basis, Adjusted EPSincreased 9% primarily due to an increase in Adjusted Operating Income, partially offset by an increase in the Adjusted Income Tax Provision.

Showing the first 40 of 50 passages. Open the source sections for the rest.

Removed paragraphs (11)

Previous report

On January 1, 2024 we completed the sale of University Services, which was included in our Held for Sale or Sold segment. On June 5, 2025 Wiley entered into an agreement with Metis Aggregator L.P. and Vistria AP Aggregator, LLC to sell the Seller Note, the fiscal year 2026 University Services Earnout, and the TVG Investment, and agreed with Upper Holdings and Academic Partnerships on the fiscal year 2025 University Services Earnout for total cash consideration of $119.5 million (Sale Agreement), which was fully paid in June 2025. As a result of this Sale Agreement, all amounts due to Wiley in accordance with the University Services Agreement have been settled. As a result of the sale of these assets, in the three months ended July 31, 2025, we recognized an additional pretax loss of $0.9 million. In the three months ended July 31, 2024, we recognized a reduction to the pretax loss on sale of $1.5 million due to third-party customer consents and working capital adjustments.

Previous report

In the three months ended July 31, 2025, we completed the sale of an immaterial business which was included in our Research segment, for a pretax loss on sale of $0.2 million.

Previous report

In the three months ended July 31, 2024, there was a reduction in the pretax loss on the sale of our Tuition Manager business previously in our Held for Sale or Sold segment of $0.1 million due to a selling price adjustment for cash received after the closing.

Previous report

The US GAAP effective tax rate for the three months ended July 31, 2025 was 33.9% compared to 106.2% for the three months ended July 31, 2024. The US GAAP effective tax rate for the three months ended July 31, 2025 was lower than the US GAAP effective tax rate for the three months ended July 31, 2024 primarily due to year-to-date US ordinary losses, which are expected to be offset by ordinary income during the remainder of the current fiscal year.

Previous report

Learning revenue decreased $9.2 million, or 7%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 8% as compared with the prior year. Academic revenue decreased primarily due to lower licensing revenue, including AI. Professional revenue decreased primarily due to market-related softness and, to a lesser extent, lower licensing revenue, including AI. Learning AI license revenue for the three months ended July 31, 2025 was $13.1 million as compared to $16.1 million in the prior year.

Previous report

On a constant currency basis, adjusted unallocated corporate expenses of$40.7 million on an Adjusted EBITDA basis increased 4% as compared with the prior year. This was primarily due to an increase in costs related to strategic consulting projects, which are now complete, of approximately $3.6 million and, to a lesser extent, an increase in enterprise modernization costs, partially offset by lower employee costs.
Reworded paragraphs (45)

Previous wording

Wiley is a leading global provider of authoritative content, data-driven insights, and knowledge services for the advancement of science and learning. The Company’s content, services, platforms, and knowledge networks are tailored to meet the evolving needs of its customers and partners, including researchers, students, instructors, professionals, institutions, and corporations. Wiley is a predominantly digital company with over 83% of its Adjusted Revenue for the year ended April 30, 2025 generated by digital products and services. For the year ended April 30, 2025, 48% of Adjusted Revenue is recurring which includes revenue that is contractually obligated or set to recur with a high degree of certainty. See below for the reconciliation of consolidated Revenue to Adjusted Revenue.

Current wording

Wiley is a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning. The Company’s content, services, platforms, and knowledge networks are tailored to meet the evolving needs of its customers and partners, including researchers, students, instructors, professionals, institutions, and corporations. Wiley is a predominantly digital company with over 83% of its Adjusted Revenue for the year ended April 30, 2025 generated by digital products and services. For the year ended April 30, 2025, 48% of Adjusted Revenue is recurring which includes revenue that is contractually obligated or set to recur with a high degree of certainty. See below for the reconciliation of consolidated Revenue to Adjusted Revenue.

Previous wording

•US GAAP Results: Consolidated Revenue of $396.8 million (-2%, compared with the prior year), decrease due to the divested businesses, Operating Income of $31.0 million (+7%, compared with the prior year), and Diluted Earnings per Share of $0.22 (+$0.25 per share, compared with the prior year diluted loss per share).

Current wording

•US GAAP Results: Consolidated Revenue of $421.8 million (-1%, compared with the prior year), Operating Income of $73.0 million (+14%, compared with the prior year), and Diluted Earnings per Share of $0.84 (+14% , compared with the prior year).

Previous wording

•Adjusted Results at Constant Currency(excluding Held for Sale or Sold segment results): Adjusted Revenue of $396.8 million (+1%, compared with the prior year), Adjusted Operating Income of $34.0 million (-2%, compared with the prior year), Adjusted EBITDA of $70.4 million (-3%, compared with the prior year), and Adjusted EPS of $0.49 (+2%, compared with the prior year).

Current wording

•Adjusted Results at Constant Currency(excluding Held for Sale or Sold segment results): Adjusted Revenue of $421.8 million (-1%, compared with the prior year), Adjusted Operating Income of $79.1 million (+14%, compared with the prior year), Adjusted EBITDA of $115.1 million (+8%, compared with the prior year), and Adjusted EPS of $1.10 (+12% , compared with the prior year).

Previous wording

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales increased 6% as compared with the prior year on a constant currency basis primarily due to higher royalty costs as described above.

Current wording

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales decreased 2% as compared with the prior year on a constant currency basis primarily due to lower inventory costs.

Previous wording

Operating and administrative expenses for the three months ended July 31, 2025 of $240.3 million decreased $8.5 million, or 3% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 5% as compared with the prior year primarily due to lower employee costs.

Current wording

Operating and administrative expenses for the three months ended October 31, 2025 of $225.1 million decreased $13.8 million, or 6% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 7% and excluding expenses from Held for Sale or Sold segment on a constant currency basis decreased 5%, as compared with the prior year. These declines were primarily due to restructuring and cost savings initiatives resulting in lower employee costs, professional fees and, to a lesser extent, lower travel and entertainments costs. This was partially offset by higher bad debt expense.

Previous wording

We recorded restructuring and related charges in the three months ended July 31, 2025 and 2024 of$3.0 million and$3.9 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Current wording

We recorded restructuring and related charges in the three months ended October 31, 2025 and 2024 of$6.0 million and$3.6 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income.

Previous wording

Excluding actions related to the Held for Sale or Sold segment, we anticipate to yield annualized cost savings of approximately $105 million, of which we expect that substantially all will be realized in fiscal year 2026 from actions taken starting in fiscal year 2024.

Current wording

Excluding actions related to the Held for Sale or Sold segment, we anticipate to yield annualized cost savings of approximately $115 million, with approximately $110 million of that to be realized in fiscal year 2026 from actions taken starting in fiscal year 2024.

Previous wording

For the three months ended July 31, 2025 and 2024, we recorded pretax restructuring charges of $3.1 million and $7.5 million, respectively, related to this program.

Current wording

For the three months ended October 31, 2025 and 2024, we recorded pretax restructuring charges of $6.1 million and $3.7 million, respectively, related to this program.

Previous wording

For the impact of our restructuring programs on diluted earnings (loss) per share, see the section below, “Diluted Earnings (Loss) per Share.”

Current wording

For the impact of our restructuring programs on diluted earnings per share, see the section below, “Diluted Earnings per Share.”

Previous wording

Amortization of intangible assets was $13.2 million for the three months ended July 31, 2025, an increase of $0.3 million, or 2%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 1% as compared with the prior year primarily due to the completion of amortization of certain acquired intangible assets, partially offset by amortization expense related to acquired definite lived intangible assets, including those acquired as part of an acquisition.

Current wording

Amortization of intangible assets was $13.2 million for the three months ended October 31, 2025, an increase of $0.3 million, or 2%, as compared with the prior year. On a constant currency basis, amortization of intangible assets increased 1% as compared with the prior year primarily due to amortization expense related to acquired definite lived intangible assets, including those acquired as part of an acquisition, partially offset by the completion of amortization of certain acquired intangible assets.

Previous wording

Operating income for the three months ended July 31, 2025, of $31.0 million increased $2.0 million, or 7% as compared with the prior year. On a constant currency basis, operating income increased 9% as compared with the prior year. The increase was primarily due to lower operating and administrative expenses, partially offset by a decrease in revenue.

Current wording

Operating income for the three months ended October 31, 2025 of $73.0 million increased $8.9 million, or 14% as compared with the prior year. On a constant currency basis, operating income increased 13% as compared with the prior year. The increase was primarily due to lower operating and administrative expenses and, to a lesser extent, lower cost of sales, partially offset by a decrease in revenue and, to a lesser extent, higher restructuring charges.

Previous wording

Adjusted OI on a constant currency basis decreased 2% as compared with the prior year. The decrease in Adjusted OI was primarily due to higher cost of sales, partially offset by an increase in Adjusted Revenue, andlower operating and administrative expenses.

Current wording

Adjusted OI on a constant currency basis for the three months ended October 31, 2025 increased 14% as compared with the prior year. The increase in Adjusted OI was primarily due tolower operating and administrative expenses, partially offset by a decrease in Adjusted Revenue.

Previous wording

Below is a reconciliation of our consolidated US GAAP Net Income (Loss) to Non-GAAP EBITDA and Adjusted EBITDA:

Current wording

Below is a reconciliation of our consolidated US GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA:

Previous wording

Interest expense for the three months ended July 31, 2025 was $11.0 million compared with the prior year of $12.8 million. This decrease was primarily due to a lower weighted average effective interest rate and, to a lesser extent, a decrease in the total debt outstanding.

Current wording

Interest expense for the three months ended October 31, 2025 was $11.7 million compared with the prior year of $14.5 million. This decrease was primarily due to a lower weighted average effective interest rate and, to a lesser extent, a decrease in the total debt outstanding.

Previous wording

The Non-GAAP Adjusted Effective Tax Rate was 23.3% for the three months ended July 31, 2025 compared to 23.6% for the three months ended July 31, 2024. The decrease in the Non-GAAP Adjusted Effective Tax Rate for the three months ended July 31, 2025 compared with the three months ended July 31, 2024 was primarily due to the mix of income.

Current wording

The Non-GAAP Adjusted Effective Tax Rate was 25.4% for the three months ended October 31, 2025 compared to 23.1% for the three months ended October 31, 2024. Theincrease in the Non-GAAP Adjusted Effective Tax Rate for the three months ended October 31, 2025 compared with the prior year was primarily due to the mix of income.

Previous wording

Under US GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. Upon initial assessment of the elective tax measures, we determined the impact of these to be insignificant and reflected these in our financial statements using management’s best estimate for the first quarter of fiscal year 2026. We are continuing to evaluate the full year impact of the OBBBA and, based on our preliminary analysis, we do not anticipate a material effect on our consolidated financial statements for the year ended April 30, 2026.

Current wording

Under US GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. Upon initial assessment of the elective tax measures, we determined the impact of these to be insignificant and reflected these in our financial statements using management’s best estimate through the second quarter of fiscal year 2026. We are continuing to evaluate the full year impact of the OBBBA and, based on our preliminary analysis, we do not anticipate a material effect on our consolidated financial statements for the year ended April 30, 2026.

Previous wording

Diluted earnings per share for the three months ended July 31, 2025 was $0.22 per share compared with a loss of $(0.03) per share for the three months ended July 31, 2024. This increase was primarily due to a decrease in the income tax provision and, to a lesser extent, an increase in operating income, partially offset by a loss on sale of businesses, assets, and impairment charges related to assets held-for-sale in the three months ended July 31, 2025 compared to a gain in the prior year.

Current wording

Diluted earnings per share for the three months ended October 31, 2025 was $0.84 per share compared with earnings per share of $0.74 per share for the three months ended October 31, 2024. This increase was primarily due to an increase in operating income, partially offset by an increase in the income tax provision compared with the prior year.

Previous wording

Below is a reconciliation of our US GAAP Earnings (Loss) per Share to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below are presented in the section above, “Provision for Income Taxes.”

Current wording

Below is a reconciliation of our US GAAP Earnings per Share to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below are presented in the section above, “Provision for Income Taxes.”

Previous wording

On a constant currency basis, Adjusted EPS increased 2% primarily due a decrease in interest expense, partially offset by lower interest income, and lower Adjusted Operating Income.

Current wording

On a constant currency basis, Adjusted EPS increased 12% primarily due an increase in Adjusted Operating Income, partially offset by an increase in the Adjusted Income Tax Provision.

Previous wording

Research revenue for the three months ended July 31, 2025 increased$16.4 million, or 6%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 5% as compared with the prior year primarily due to an increase in AI license revenue which includes content licensed from other publishers primarily in Research Solutions and, to a lesser extent, author-funded open access, partially offset by an unfavorable comparison to prior year due to the timing of journal renewals of approximately $5 million, and softness in ancillary products. Research AI license revenue for the three months ended July 31, 2025 was $15.8 million as compared to $1.1 million in the prior year. Open access article output growth was approximately 21% as compared with the prior year.

Current wording

Research revenue for the three months ended October 31, 2025 increased$16.6 million, or 6%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 5% as compared with the prior year. The increase was driven by growth in Research Publishing primarily due to continued growth in author-funded open access and, to a lesser extent, an increase in recurring revenue models combining subscriptions and transformational agreements, and licensing revenue including AI. These increases were partially offset by softness in ancillary products and lower corporate spending on advertising products in Research Solutions.

Previous wording

Revenue for Held for Sale or Sold decreased $14.2 million as compared with the prior year due to the sale of Wiley Edge on May 31, 2024, with the exception of its India operations which sold on August 31, 2024, and CrossKnowledge on August 31, 2024.

Current wording

Revenue for Held for Sale or Sold decreased $3.2 million as compared with the prior year due to the sale of Wiley Edge on May 31, 2024, with the exception of its India operations which sold on August 31, 2024, and CrossKnowledge on August 31, 2024.

Previous wording

On a constant currency basis, Adjusted EBITDA was zero for the three months ended July 31, 2025 compared to a loss of $2.5 million in the prior year due to the sale of the Wiley Edge and CrossKnowledge businesses.

Current wording

On a constant currency basis, Adjusted EBITDA was zero for the three months ended October 31, 2025 compared to a loss of $1.1 million in the prior year due to the sale of the Wiley Edge and CrossKnowledge businesses.

Previous wording

Revenue for the three months ended July 31, 2025, decreased $7.0 million, or 2%, as compared with the prior year. On a constant currency basis, revenue decreased 3% as compared with the prior year. Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue increased 1% on a constant currency basis. Artificial intelligence (AI) license revenue was $28.9 million for the three months ended July 31, 2025 as compared with $17.2 million in the prior year. The AI license revenue in the three months ended July 31, 2025 includes $15.7 million of revenue related to content which Wiley has licensed from other publishers.

Current wording

Revenue for the six months ended October 31, 2025 decreased $11.9 million, or 1%, as compared with the prior year. On a constant currency basis, revenue decreased 2% as compared with the prior year. Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue was consistent with prior year on a constant currency basis. AI license revenue was $34.9 million for the six months ended October 31, 2025 as compared with $21 million in the prior year. The AI license revenue in the six months ended October 31, 2025 includes $15.7 million of revenue related to content which Wiley has licensed from other publishers.

Previous wording

Cost of sales for the three months ended July 31, 2025 of $109.3 million was flat as compared with the prior year. On a constant currency basis, cost of sales decreased 1% as compared with the prior year primarily due to the prior year including employee costs related to the Wiley Edge business which was sold on May 31, 2024, partially offset by higher royalty costs on AI license revenue from content licensed from other publishers.

Current wording

Cost of sales for the six months ended October 31, 2025 of$213.6 million decreased $2.6 million, or 1%, as compared with the prior year. On a constant currency basis, cost of sales decreased 2% as compared with the prior year. This was primarily due to the prior year including employee costs primarily related to the Wiley Edge business which was sold on May 31, 2024 and, to a lesser extent, lower inventory costs primarily in Learning. These factors were partially offset by higher royalty costs on AI licensing revenue which included content licensed from other publishers.

Previous wording

Excluding operating and administrative expenses from the Held for Sale or Sold segment, operating and administrative expenses decreased 1% as compared with the prior year on a constant currency basis primarily due to lower employee costs and, to a lesser extent, lower bad debt expense in Learning and travel and entertainment expenses, partially offset by higher professional fees.

Current wording

Operating and administrative expenses for the six months ended October 31, 2025 of $465.4 million decreased $22.3 million, or 5% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 6% and excluding expenses from the Held for Sale or Sold segment on a constant currency basis decreased 3% as compared with the prior year. These declines were primarily due to restructuring and cost savings initiatives resulting in lower employee costs and, to a lesser extent, lower travel and entertainment costs, and professional fees.

Previous wording

For the three months ended July 31, 2025 and 2024, we recorded net pretax restructuring credits of less than $0.1 million and credits of $3.6 million, respectively, related to this program.

Current wording

For the six months ended October 31, 2025 and 2024, we recorded pretax restructuring credits of less than $(0.1) million and $(3.7) million, respectively, related to this program.

Previous wording

Adjusted EBITDA on a constant currency basis decreased 3% as compared with the prior year primarily due to higher cost of sales, partially offset by an increase in Adjusted Revenue, andlower operating and administrative expenses.

Current wording

Adjusted EBITDA on a constant currency basis for the six months ended October 31, 2025 increased 4% as compared with the prior year primarily due to lower operating and administrative expenses, partially offset by higher cost of sales and, to a lesser extent, lower Adjusted Revenue.

Previous wording

Net foreign exchange transaction losses of $(1.0) million for the three months ended July 31, 2025 were primarily due to losses on our foreign currency denominated third-party receivable and payable balances and, to a lesser extent, losses on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Current wording

Net foreign exchange transaction losses of less than $(0.1) million for the six months ended October 31, 2025 were primarily due to losses on our foreign currency denominated third-party receivable and payable balances offset by gains on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Previous wording

Net foreign exchange transaction gains of $0.2 million for the three months ended July 31, 2024 were primarily due to gains on our foreign currency denominated intercompany accounts receivable and payable balances, offset by losses on our third-party receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In fiscal year 2023 due to the closure of our operations in Russia, the Russia entity was deemed substantially liquidated. In the three months ended July 31, 2024, we wrote off an additional $0.5 million cumulative translation adjustment in earnings.

Current wording

Foreign exchange transaction losses of $(3.1) million for the six months ended October 31, 2024 were primarily due to losses on our third-party receivable and payable balances and, to a lesser extent, losses on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In the six months ended October 31, 2024, we wrote off an additional net $0.3 million in cumulative translation adjustments in earnings due to the closure of our operations in Russia.

Previous wording

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the three months ended July 31, 2024, in connection with the held-for-sale classification prior to the sale, we recognized a reduction of the cumulative impairment charges of $4.4 million.

Current wording

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the six months ended October 31, 2025, we recognized a loss of $2.3 million as described above in the Results of Operations - Three Months Ended October 31, 2025. In the six months ended October 31, 2024, upon completion of the sale we recognized a net reduction in the loss of $3.9 million.

Previous wording

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. In the three months ended July 31, 2024, upon the completion of the sale, we recognized an additional loss of $0.2 million due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group.

Current wording

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. In the six months ended October 31, 2024, we recognized a net reduction in the pretax loss on sale of $0.8 million.

Previous wording

On a constant currency basis, Adjusted EBITDA increased 2% as compared with the prior year. This increase was primarily due to higher revenue, partially offset by higher royalty costson AI license revenue from content licensed from other publishers.

Current wording

On a constant currency basis, Adjusted EBITDA increased 8% as compared with the prior year. This increase was primarily due to higher revenue and, to a lesser extent, cost savings initiatives, partially offset byhigher royalty costs on AI licensing revenue which included content licensed from other publishers.

Previous wording

On a constant currency basis, Adjusted EBITDA decreased 7% as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by lower bad debt expense, and royalty costs.

Current wording

On a constant currency basis, Adjusted EBITDA decreased 12% as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by lower royalty costs.

Previous wording

As of July 31, 2025, we had cash and cash equivalents of $81.9 million, of which approximately all was located outside the US. Maintenance of these cash and cash equivalent balances outside the US does not have a material impact on the liquidity or capital resources of our operations. We intend to repatriate earnings from our non-US subsidiaries, and to the extent we repatriate these funds to the US, we may be required to pay taxes in various US state and local jurisdictions and withholding or similar taxes in applicable non-US jurisdictions in the periods in which such repatriation occurs. Accordingly, as of July 31, 2025 we have recorded a deferred tax liability of approximately $2.0 million related to the estimated taxes that would be incurred upon repatriating certain non-US earnings to the US.

Current wording

As of October 31, 2025, we had cash and cash equivalents of $67.4 million, of which approximately 95% was located outside the US. Maintenance of these cash and cash equivalent balances outside the US does not have a material impact on the liquidity or capital resources of our operations. We intend to repatriate earnings from our non-US subsidiaries, and to the extent we repatriate these funds to the US, we may be required to pay taxes in various US state and local jurisdictions and withholding or similar taxes in applicable non-US jurisdictions in the periods in which such repatriation occurs. Accordingly, as of October 31, 2025 we have recorded a deferred tax liability of approximately $1.2 million related to the estimated taxes that would be incurred upon repatriating certain non-US earnings to the US.

Previous wording

As of July 31, 2025, we had approximately $828.3 million of debt outstanding, net of unamortized issuance costs of $0.4 million, and approximately $469.4 million of unused borrowing capacity under our Amended and Restated CA and other facilities. Our Amended and Restated CA contains certain restrictive covenants related to our consolidated leverage ratio and interest coverage ratio, which we were in compliance with as of July 31, 2025.

Current wording

As of October 31, 2025, we had approximately $871.7 million of debt outstanding, net of unamortized issuance costs of $0.3 million, and approximately $423.5 million of unused borrowing capacity under our Amended and Restated CA and other facilities. Our Amended and Restated CA contains certain restrictive covenants related to our consolidated leverage ratio and interest coverage ratio, which we were in compliance with as of October 31, 2025.

Previous wording

The following is a summary of the $3.7 million change in Net cash used in operating activities for the three months ended July 31, 2025 compared with the three months ended July 31, 2024 (amounts in millions).

Current wording

The following is a summary of the $17.5 million change in Net cash used in operating activities for the six months ended October 31, 2025 compared with the six months ended October 31, 2024 (amounts in millions).

Previous wording

The unfavorable change in accounts receivable, net and contract liabilities was primarily due to lower revenue and the timing of invoicing and collections with customers.

Current wording

The unfavorable change in accounts receivable, net and contract liabilities was primarily due to the timing of billings to and collections from customers, and lower revenue.

Previous wording

The unfavorable change in accounts payable and accrued royalties was primarily due to the timing of payments.

Current wording

The favorable change in accounts payable and accrued royalties was primarily due to the timing of payments.

Previous wording

The favorable changes in other assets and liabilities was due to employee related costs primarily due to lower payments for annual incentive compensation in fiscal year 2026 related to the prior fiscal year, cash received of $4.2 million for the interest receivable portion of the Seller Note related to the Sale Agreement in fiscal year 2026, and other working capital changes. This was partially offset by higher income tax payments, net, and costs related to cloud computing arrangements primarily associated with targeted enterprise modernization work in fiscal year 2026. These cloud computing costs are capitalizable and amortized but included in cash flow from operations rather than cash flow from investing activities.

Current wording

The favorable changes in other assets and liabilities was due to employee related costs primarily due to lower payments for annual incentive compensation in fiscal year 2026 related to the prior fiscal year, lower contributions to defined benefit plans in fiscal year 2026, cash received of $4.2 million for the interest receivable portion of the Seller Note related to the Sale Agreement in fiscal year 2026, and other working capital changes. This was partially offset by higher income tax payments, net, and costs related to cloud computing arrangements primarily associated with targeted enterprise modernization work in fiscal year 2026. These cloud computing costs are capitalizable and amortized but included in cash flow from operations rather than cash flow from investing activities.

Previous wording

Our negative working capital (current assets less current liabilities) was $228.5 million and $381.0 million as of July 31, 2025 and April 30, 2025, respectively. This $152.5 million change in negative working capital was primarily due to the seasonality of our business. The primary driver of the negative working capital is the benefit realized from unearned contract liabilities related to subscriptions for which cash has been collected in advance. The contract liabilities will be recognized as revenue when the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of July 31, 2025 and as of April 30, 2025 includes $361.7 million and $462.7 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.

Current wording

Our negative working capital (current assets less current liabilities) was $159.1 million and $381.0 million as of October 31, 2025 and April 30, 2025, respectively. This $221.9 million change in negative working capital was primarily due to the seasonality of our business. The primary driver of the negative working capital is the benefit realized from unearned contract liabilities related to subscriptions for which cash has been collected in advance. The contract liabilities will be recognized as revenue when the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of October 31, 2025 and as of April 30, 2025 includes $218.8 million and $462.7 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.

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Current report — wording carried from elsewhere

Revenue for the three months ended October 31, 2025 decreased $4.8 million, or 1%, as compared with the prior year. On a constant currency basis, revenue decreased 2% as compared with the prior year. Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue decreased 1% on a constant currency basis. Artificial intelligence (AI) license revenue was $6.0 million for the three months ended October 31, 2025 as compared with $4 million in the prior year.

Current report — wording carried from elsewhere

Cost of sales for the three months ended October 31, 2025 of $104.4 million decreased $2.6 million, or 2% as compared with the prior year. On a constant currency basis, cost of sales decreased 3% as compared with the prior year primarily due to lower inventory costs and, to a lesser extent, the prior year including employee costs primarily related to the Wiley Edge business which was sold on May 31, 2024, with the exception of its India operations which sold on August 31, 2024.

Current report — wording carried from elsewhere

For both the three months ended October 31, 2025 and 2024, we recorded net pretax restructuring credits of less than $(0.1) million related to this program.

Current report — wording carried from elsewhere

Net Foreign Exchange Transaction Gains (Losses):

Current report — wording carried from elsewhere

Net foreign exchange transaction gains of $1.0 million for the three months ended October 31, 2025 were primarily due to gains on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Current report — wording carried from elsewhere

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. In the three months ended October 31, 2024, we recognized a net gain of $1.0 million.

Current report — wording carried from elsewhere

Research AI license revenue for the three months ended October 31, 2025 was $4.8 million as compared with none in the prior year. Open access article output growth was approximately 25% as compared with the prior year.

Current report — wording carried from elsewhere

On a constant currency basis, Adjusted EBITDA decreased 14% as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by lower royalty cost.

Current report — wording carried from elsewhere

•Adjusted Results at Constant Currency(excluding Held for Sale or Sold segment results): Adjusted Revenue of $818.6 million (consistent with the prior year), Adjusted Operating Income of $113.1 million (+9%, compared with the prior year), Adjusted EBITDA of $185.5 million (+4%, compared with the prior year), and Adjusted EPS of $1.59 (+9%, compared with the prior year).

Current report — wording carried from elsewhere

Below is a reconciliation of our consolidated US GAAP Revenue, net to Non-GAAP Adjusted Revenue, net:

Current report — wording carried from elsewhere

See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.

Current report — wording carried from elsewhere

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales increased 2% as compared with the prior year on a constant currency basis primarily due to higher royalty costs on AI licensing revenue, which included content licensed from other publishers, partially offset by lower inventory costs primarily in Learning.

Current report — wording carried from elsewhere

We recorded restructuring and related charges in the six months ended October 31, 2025 and 2024 of$9.1 million and$7.5 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income.

Current report — wording carried from elsewhere

See Note 9, “Restructuring and Related Charges” for more details on the Global Restructuring Program charges.

Current report — wording carried from elsewhere

See Note 9, “Restructuring and Related Charges” for more details on the Business Optimization Program credits.

Current report — wording carried from elsewhere

For the impact of our restructuring programs on diluted earnings per share, see the section below, “Diluted Earnings per Share.”

Current report — wording carried from elsewhere

Amortization of intangible assets was $26.5 million for the six months ended October 31, 2025, an increase of$0.6 million, or 2%, as compared with the prior year. On a constant currency basis, amortization of intangible assets was consistent with the prior year primarily due to amortization expense related to acquired definite lived intangible assets, including those acquired as part of an acquisition, offset by the completion of amortization of certain acquired intangible assets.

Current report — wording carried from elsewhere

Operating Income, Adjusted Operating Income (OI) and Adjusted EBITDA:

Current report — wording carried from elsewhere

Below is a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted OI:

Current report — wording carried from elsewhere

Below is a reconciliation of our consolidated US GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA:

Current report — wording carried from elsewhere

Interest expense for the six months ended October 31, 2025, was $22.7 million compared with the prior year of $27.3 million. This decrease was primarily due to a lower weighted average effective interest rate and, to a lesser extent, a decrease in the total debt outstanding.

Current report — wording carried from elsewhere

Net (Loss) Gain on Sale of Businesses, Assets, and Impairment Charges Related to Assets Held-for-Sale:

Current report — wording carried from elsewhere

For the six months ended October 31, 2025 and 2024, we recorded net pretax (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows:

Current report — wording carried from elsewhere

See Note 3, “Divestitures” for more details on the divestitures.

Current report — wording carried from elsewhere

Below is a reconciliation of our US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes:

Current report — wording carried from elsewhere

Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:

Current report — wording carried from elsewhere

Below is a reconciliation of our US GAAP Earnings per Share to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below are presented in the section above, “Provision for Income Taxes.”

Current report — wording carried from elsewhere

Revenue for Held for Sale or Sold decreased $17.4 million as compared with the prior year due to the sale of Wiley Edge on May 31, 2024, with the exception of its India operations which sold on August 31, 2024, and CrossKnowledge on August 31, 2024.

Current report — wording carried from elsewhere

On a constant currency basis, Adjusted EBITDA was zero for the six months ended October 31, 2025 compared to a loss of $3.6 million in the prior year due to the sale of the Wiley Edge and CrossKnowledge businesses.
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Previous report — wording carried elsewhere

These charges are reflected in Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income (Loss).