JOHN WILEY & SONS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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A message from our President and Chief Executive Officer

To our Valued Shareholders,

Three years ago, we laid out a plan to build a stronger, more profitable Wiley: sharpen our cost base, reinvest in our

highest-return growth opportunities, and position the company to lead through a period of extraordinary technological

change. Fiscal 2026 was the clearest proof yet that the plan is working, capped by a series of decisive moves —

market-defining AI partnerships, new leadership in Research and AI, and our largest acquisition since 2007.

Everything we do is built around two reinforcing growth engines. Research is our foundational engine — decades of

scale, relationships and proprietary content that drive market share in the academic disciplines on which the world

depends. And it has proven itself to be durable: Revenue growth accelerated from 3% last year to 4% in fiscal 2026,

with our trajectory now pointing to mid-single digits next year. AI and Data Analytics is our emerging growth engine,

layering intelligence and data services over that same trusted content to help corporate R&D teams and academic

researchers make better, faster decisions. The relationship between the two is the core of our strategy and the Wiley

flywheel: Research Publishing generates the trusted content and data that fuels AI and Data Analytics growth that, in

turn, delivers the intelligence and productivity that accelerates Research. In fiscal 2026, you could see that flywheel

turning and gaining speed.

Ourfoundational engine had a strong year: Article submissions grew 25% and output 11%, both well ahead of

industry; our Advanced portfolio, now more than 25 journals, grew revenue to $70 million at strong double-digit rates.

Our reputation as partner of choice keeps compounding, from winning major new societies to renewing decades-long

partnerships. After the fiscal year closed, we deepened this engine further with the acquisition of Emerald Publishing,

extending our content advantage into economics, business and finance, and adding a high-margin, highly recurring

revenue stream. Our emerging AI engine is scaling quickly. AI-related revenue within Research and Learning grew

from $23 million in fiscal 2024 to $49 million this year, contributing to both segments’ performance, and recurring AI

revenue grew from $1 million to $8 million. We now count 19 corporate customers for AI subscription knowledge

feeds, including seven of the world’s top 10 pharmaceutical companies, and we’re uncovering hidden gems inside our

clinical outcomes assessments portfolio which grew 68% to $11 million in revenue, as clinical trials increasingly require

this specialized data. New partnerships with Anthropic, AWS, IQVIA, Open Evidence, and Microsoft have made Wiley a

central player in the AI and life sciences ecosystem.

Ourfinancial discipline underpins all of this. Over just the past two years, we have expanded our Adjusted EBITDA

margin by 340 basis points and our Adjusted Operating Margin by 560 basis points — both now at all-time highs. We

grew Free Cash Flow by 55% to $195 million, reduced corporate expenses by 15% for the year, and cut our net debt

ratio to 1.4x. Reflecting our growing confidence, we returned $174 million to shareholders — including a record $100

million of share repurchases — while raising our dividend for the 32nd consecutive year, proving for a fundamentally

stronger, leaner and faster Wiley than the one we described three years ago. And it is built to keep compounding. We

enter fiscal 2027 with real momentum: Research accelerating, AI compounding, margins expanding, and capital being

deployed with discipline. I am grateful every day for our colleagues around the world, whose relentless drive and

execution made this a defining year, and for our Board, whose guidance continues to sharpen our path forward.

With all of this in mind, we are pleased to invite you to attend the 2026

Annual Meeting of Shareholders, to be held on Thursday, September 24,

2026, at 8:00 am EDT. Details for accessing the webcast are in the Notice

of Meeting included in this Proxy Statement.

Thank you for your continued confidence in Wiley. We’re not slowing down,

we’re just getting started.

Matthew S. Kissner

PRESIDENT AND CEO

Notice of 2026 Annual Meeting of Shareholders

Who may vote

Shareholders of record at the close of business on July 31, 2026, will be entitled to notice of, and to vote

at, the 2026 Annual Meeting of Shareholders (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,

/s Deirdre P. Silver

Executive Vice President, General Counsel and Corporate Secretary

Hoboken, New Jersey

August 13, 2026

Table of Contents

About Wiley in Fiscal Year 2026

Wiley is a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning.With more than 200 years at the center of the scholarly ecosystem, Wiley combines trusted publishing heritage with AI-powered platforms to transform how knowledge is discovered, accessed, and applied. From individual researchers and students to Fortune 500 R&D teams, Wiley enables the transformation of scientific breakthroughs into real-world impact. From knowledge to impact—Wiley is redefining what's possible in science and learning.

• Includes nearly 500 journal brands as a result of the Emerald acquisition in June 2026 after fiscal year 2026 ended.

2026 Performance and Accomplishments

In Fiscal Year (“FY”) 2026 (“fiscal 2026” or “FY26”), Wiley drove growth in Research and Artificial

Intelligence (“AI”) revenue while delivering significant margin expansion and a strong double-digit increase

in Free Cash Flow. In Research, the Company saw strong publishing demand, including record article

submissions and output. Wiley extended its reach in the corporate AI and data market through strategic

partnerships with IQVIA and OpenEvidence, additional Large Language Model (“LLM”) customers and

agreements for AI model training, and expansion of our customer base for subscription knowledge feeds

spanning multiple industry verticals. Wiley also advanced its AI licensing service on behalf of other

publishers. In Learning, Wiley saw lower AI revenue for training and market-related headwinds in

Academic and Professional, andresponded by reorganizing its editorial focus and accelerating its shift to

digital products and AI licensing opportunities. Overall, Wiley saw a 23% increase in AI Licensing Revenue

Growth within Research and Learning.

On capital allocation, Wiley allocated $174 million to dividends and share repurchases including a record

$100 million for repurchases. Net debt to EBITDA improved to 1.4x from 1.8x in the prior year, prior to the

Emerald acquisition.

After the year ended, Wiley acquired Emerald Publishing to expand scale in Research and deepen its

proprietary content advantage across the AI-driven knowledge economy.

Key Fiscal 2026 Metrics

Fiscal 2026 Highlights

For reconciliations of the non-GAAP financial measures discussed herein to their most directly comparable

GAAP financial measures, see our Annual Report on Form 10-K for the fiscal year ended April 30, 2026,

filed with the Securities and Exchange Commission ("SEC") on June 24, 2026, under Part II, Item 7,

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the section

“Consolidated Results of Operations,” which reconciliations are incorporated herein by reference.