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JOHN WILEY & SONS, INC.

For the period ended Jul 31, 2026. Filed Sep 4, 2026.

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.

Jul 31, 2026 · Filed Sep 4, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-01-31; filed 2026-03-06.

0000107140-26-000012

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

Current report: 10-Q

Period ended 2026-07-31; filed 2026-09-04.

0001628280-26-060632

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 184 previous paragraphs and 117 current paragraphs.

45 unchanged; 49 reworded; 23 added; 75 removed; 15 previous and 0 current paragraphs rearranged.

Tables are not compared: 27 previous and 15 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 (23)

Current report

On June 1, 2026, we acquired Emerald Publishing, a research publisher headquartered in Leeds, England, with a portfolio of over 480 peer-reviewed journals, 8,000 books, and 3,000 business cases across disciplines with particular emphasis on economics, business, finance, engineering, and the social sciences. The preliminary fair value of the consideration transferred was $462.7 million which included $462.1 million of cash at acquisition and $0.6 million to be paid after the acquisition date. We financed the cash payment with available cash and proceeds from our revolving credit facility. The acquisition was made to extend our scale in our Research business and to strengthen our proprietary content advantage in AI. See Note 3, "Acquisition and Divestitures" for further details.

Current report

Revenue for the three months ended July 31, 2026 of $386.4 million decreased $10.4 million, or 3%, as compared with the prior year and on a constant currency basis including the contributions from Emerald Publishing of $13.3 million which was acquired on June 1, 2026.

Current report

Cost of sales for the three months ended July 31, 2026 of $100.9 million decreased $8.4 million, or 8% as compared with the prior year and on a constant currency basis primarily due to lower royalty costs. The prior year included higher royalty costs related to AI license revenue from content licensed from other publishers.

Current report

We recorded acquisition and integration related costs in the three months ended July 31, 2026 of $11.0 millionin connection with the acquisition of Emerald Publishing. These charges are reflected in Acquisition and integration related costs on our Unaudited Condensed Consolidated Statements of Net (Loss) Income. See Note 3, “Acquisition and Divestitures” for more details on the acquisition and integration related costs. We expect to continue incurring integration-related costs as we complete the integration of Emerald Publishing's operations, and the amount and timing of future costs will depend on the pace of integration activities.

Current report

Operating income for the three months ended July 31, 2026 of $2.9 million decreased $28.0 million, or 91% as compared with the prior year and on a constant currency basis. The decrease was primarily due to higher restructuring charges, acquisition and integration related costs in fiscal year 2027, and lower revenue. This was partially offset by lower cost of sales.

Current report

Net foreign exchange transaction losses of $(0.4) million for the three months ended July 31, 2026 were primarily due to losses on our foreign currency denominated third-party receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Current report

We recorded net pretax gain (loss) on sale of businesses and assets as follows:

Current report

These charges are reflected in Net gain (loss) on sale of businesses and assets on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

Current report

On a constant currency basis, Adjusted EPS decreased 10% primarily due to lower Adjusted Operating Income in Learning, an increase in interest expense and, to a lesser extent, lower interest income.

Current report

Research revenue for the three months ended July 31, 2026 increased$11.8 million, or 4%, as compared with the prior year on a reported and constant currency basis including the contributions from Emerald Publishing of $13.3 million, which was acquired on June 1, 2026.

Current report

On a constant currency basis, Adjusted EBITDA increased 9% as compared with the prior year. This increase was primarily due to lower royalty costs, and the $5.0 million contribution from Emerald Publishing. The prior year included higher royalty costs related to AI license revenue from content licensed from other publishers

Current report

Learning revenue decreased $22.2 million, or 19%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 20% as compared with the prior year. Excluding AI license revenue, Learning revenue on a constant currency basis decreased 9%.

Current report

Learning AI license revenue for the three months ended July 31, 2026 was zero as compared with $13.1 million in the prior year, which included $7.8 million in Academic and $5.3 million in Professional.

Current report

The unfavorable change in other assets and liabilities was primarily due to an increase of $14 million of payments in fiscal year 2027 related to acquisition and integration related costs due to the Emerald Publishing acquisition, and restructuring.
Removed paragraphs (75)

Previous report

Wiley also reported a Held for Sale or Sold segment in fiscal year 2025, which primarily includes non-core businesses which were classified as held-for-sale until the date of sale, as well other businesses which were sold.

Previous report

◦Beginning in the third quarter of fiscal year 2026, our adjusted results at constant currency no longer include any contributions from the Held for Sale or Sold segment in either the current or prior year periods. As a result, the comparative figures for both periods are now presented on a consistent basis, fully excluding the Held for Sale or Sold segment results.

Previous report

Cost of sales for the three months ended January 31, 2026 of $107.8 million increased $3.6 million, or 3% as compared with the prior year. On a constant currency basis, cost of sales increased 2% as compared with the prior year primarily due to higher royalty costs, partially offset by lower inventory costs.

Previous report

For both the three months ended January 31, 2026 and 2025, we recorded net pretax restructuring credits of less than $(0.1) million related to this program.

Previous report

Operating income for the three months ended January 31, 2026 of $62.8 million increased $10.9 million, or 21% as compared with the prior year. On a constant currency basis, operating income increased 21% as compared with the prior year. The increase was primarily due to lower operating and administrative expenses, partially offset by higher cost of sales, and restructuring charges.

Previous report

Net foreign exchange transaction losses of $(4.2) million for the three months ended January 31, 2025 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and payable balances, partially offset by gains on our foreign currency denominated third party accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Previous report

Net Loss on Sale of Businesses, Assets, and Impairment Charges Related to Assets Held-For-Sale:

Previous report

We recorded net pretax loss on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows:

Previous report

These charges are reflected in Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income (Loss). See Note 3, “Divestitures” for more details on the divestitures.

Previous report

On a constant currency basis, Adjusted EPS increased 19% primarily due to an increase in Adjusted Operating Income and, to a lesser extent, lower diluted weighted-average number of common shares outstanding, partially offset by an increase in the Adjusted Income Tax Provision.

Previous report

Research revenue for the three months ended January 31, 2026 increased$6.6 million, or 2%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 1% as compared with the prior year. Research Publishing revenue on a constant currency basis increased 1% as compared with the prior year primarily due to continued growth in author-funded open access and, to a lesser extent, an increase in recurring revenue models which includes subscriptions and transformational agreements. These increases were partially offset by lower licensing revenue including AI, and softness in ancillary products. Research Publishing on a constant currency basis excluding AI revenue increased 4%. Research Solutions revenue on a constant currency basis decreased 3% as compared with the prior year primarily due to softness in recruiting and databases, partially offset by higher AI license revenue which includes content licensed from other publishers.

Previous report

On a constant currency basis, Adjusted EBITDA increased 3% as compared with the prior year. This increase was primarily due to cost savings initiatives and, to a lesser extent, higher revenue, partially offset by higher royalty costs.

Previous report

Learning AI license revenue for the three months ended January 31, 2026 was $1.2 million included in both Academic and Professional compared with none in the prior year.

Previous report

Our Held for Sale or Sold segment has no operating results for the three months ended January 31, 2026 and 2025, respectively. This is due to the completion of the sale of all businesses within this segment prior to the beginning of the current and comparative reporting periods. As a result, no revenues or expenses attributable to these businesses are included in the Unaudited Condensed Consolidated Statements of Net Income (Loss) for the three months ended January 31, 2026 and 2025. See Note 3, “Divestitures” for more details on the divestitures.

Previous report

RESULTS OF OPERATIONS – NINE MONTHS ENDED JANUARY 31, 2026

Previous report

•US GAAP Results: Consolidated Revenue of $1,228.6 million (-1%, compared with the prior year), Operating Income of $166.7 million (+15%, compared with the prior year), and Diluted Earnings per Share of $1.62 (+$1.33 , compared with the prior year).

Previous report

•Adjusted Results at Constant Currency(excluding Held for Sale or Sold segment results): Adjusted Revenue of $1,228.6 million (consistent with the prior year), Adjusted Operating Income of $183.0 million (+13%, compared with the prior year), Adjusted EBITDA of $290.9 million (+6%, compared with the prior year), and Adjusted EPS of $2.56 (+13%, compared with the prior year).

Previous report

Revenue for the nine months ended January 31, 2026 decreased $6.4 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 the prior year on a constant currency basis. AI license revenue was $42.3 million for the nine months ended January 31, 2026 as compared with $30 million in the prior year. The AI license revenue in the nine months ended January 31, 2026 includes $19.4 million of revenue related to content which Wiley has licensed from other publishers.

Previous report

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

Previous report

Cost of sales for the nine months ended January 31, 2026 of$321.4 million increased $1.0 million and was consistent with the prior year. On a constant currency basis, cost of sales decreased 1% 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.

Previous report

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, partially offset by lower inventory costs primarily in Learning.

Previous report

Operating and administrative expenses for the nine months ended January 31, 2026 of $684.5 million decreased $33.2 million, or 5% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 6% as compared with the prior year due to restructuring and cost savings initiatives resulting in lower employee costs and, to a lesser extent, lower professional fees, and travel and entertainment costs.

Previous report

On a constant currency basis, operating and administrative expenses excluding expenses from the Held for Sale or Sold segment decreased 4% 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 professional fees, and travel and entertainment costs.

Previous report

For the nine months ended January 31, 2026 and 2025, we recorded pretax restructuring charges of $16.2 million and $16.8 million, respectively, related to this program.

Previous report

For the nine months ended January 31, 2026 and 2025, we recorded pretax restructuring credits of less than $(0.1) million and $(3.8) million, respectively, related to this program.

Previous report

Operating income of$166.7 million for the nine months ended January 31, 2026 increased$21.8 million, or 15% as compared with the prior year on a reported and constant currency basis. The increase was primarily due to lower operating and administrative expenses, partially offset by a decrease in revenue.

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Reworded paragraphs (49)

Previous 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.

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 institutions, societies, corporations, researchers, students, instructors, and other professionals. Wiley is a predominantly digital company with over 85% of its revenue for the year ended April 30, 2026 generated by digital products and services. For the year ended April 30, 2026, 48% of revenue is recurring which includes revenue that is contractually obligated or set to recur with a high degree of certainty.

Previous wording

Through the Research segment, we provide peer-reviewed scientific, technical, and medical (STM) journals, content platforms, and related publishing and audience solutions to academic, corporate, and government customers, academic societies, and individual researchers. The Learning segment provides scientific, professional, and education print and digital books to researchers, professionals, and students, digital courseware for instructors and students, and assessment services to businesses and professionals.

Current wording

Through the Research segment, we provide peer-reviewed scientific, technical, and medical (STM) journals, content platforms, and related publishing and audience solutions to academic, corporate, and government customers, academic societies, and individual researchers. As a result of the Emerald Publishing acquisition, the Research segment also includes additional journals, books, and business cases across disciplines, with particular emphasis on economics, business, finance, engineering, and the social sciences. The Learning segment provides scientific, professional, and education print and digital books to researchers, professionals, and students, digital courseware for instructors and students, and assessment services to businesses and professionals.

Previous wording

Wiley’s business strategies are tightly aligned with consistent long-term growth trends, including ever-increasing global research and development (R&D) investment, leading to growth in scientific research output and the number of institutions and researchers worldwide. These strategies include expanding our publishing program and journal portfolio to meet the global demand for peer-reviewed research, driving additional value in our subscription-based models for universities and corporations, volume-based models for open access, content licensing opportunities for applications in science and innovation, and content platform and service offerings for corporations and societies. Learning strategies include selectively scaling high-value digital content, courseware, and assessments to meet targeted opportunities in education and professional development.

Current wording

Wiley’s business strategies are tightly aligned with consistent long-term growth trends, including (1) ever-increasing global research and development investment and researcher productivity gains from artificial intelligence (AI), leading to growth in scientific research output and the number of institutions and researchers worldwide, and (2) the ever-increasing need for authoritative content to fuel AI models and applications. These strategies include expanding our publishing program and journal portfolio to meet the global demand for peer-reviewed research, driving additional value in our subscription-based models for universities and corporations, volume-based models for open access, content licensing opportunities for applications in data and AI analytics, and content platform and service offerings for corporations and societies. AI and data analytics is our emerging growth engine, leveraging our proprietary content, data, and partnership ecosystem for corporate models and applications. Learning strategies include selectively scaling high-value digital content, courseware, and assessments to meet targeted opportunities in education and professional development.

Previous wording

•US GAAP Results: Consolidated Revenue of $410.0 million (+1%, compared with the prior year), Operating Income of $62.8 million (+21%, compared with the prior year), and Diluted Earnings per Share of $0.56 (+$0.99, compared with the prior year diluted loss per share).

Current wording

•US GAAP Results: Consolidated Revenue of $386.4 million (-3%, compared with the prior year), Operating Income of $2.9 million (-91%, compared with the prior year), and Diluted Loss per Share of $(0.23) (compared with the prior year diluted earnings per share of $0.22).

Previous wording

◦Revenue of $410.0 million (consistent with the prior year), Adjusted Operating Income of $69.8 million (+22%, compared with the prior year), Adjusted EBITDA of $105.4 million (+12%, compared with the prior year), and Adjusted EPS of $0.97 (+19%, compared with the prior year).

Current wording

•Adjusted Results at Constant Currency: Revenue of $386.4 million (-3% compared with the prior year), Adjusted Operating Income of $30.9 million (-9%, compared with the prior year), Adjusted EBITDA of $67.8 million (-4%, compared with the prior year), and Adjusted EPS of $0.44 (-10%, compared with the prior year).

Previous wording

Revenue for the three months ended January 31, 2026 increased $5.4 million, or 1%, as compared with the prior year. On a constant currency basis, revenue was consistent with the prior year. Artificial intelligence (AI) license revenue was $7.3 million for the three months ended January 31, 2026 as compared with $9 million in the prior year. The period to period comparability of AI license revenue can fluctuate due to timing and the nature of the underlying content.

Current wording

AI license revenue was $13.7 million for the three months ended July 31, 2026 as compared with $28.9 million in the prior year. The period to period comparability of AI license revenue can fluctuate due to timing and the nature of the underlying content.

Previous wording

Operating and administrative expenses for the three months ended January 31, 2026 of $219.1 million decreased $10.9 million, or 5% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 7%. This decline was primarily due to restructuring and cost savings initiatives resulting in lower employee costs, and professional fees. This was partially offset by higher bad debt expense.

Current wording

Operating and administrative expenses for the three months ended July 31, 2026 of $238.5 million decreased $1.8 million, or 1% as compared with the prior year and on a constant currency basis. The decline was primarily due to restructuring and cost savings initiatives resulting in lower employee costs, and lower professional fees due to timing. This was partially offset by the incremental impact from the acquisition of Emerald Publishing and, to a lesser extent, higher bad debt expense.

Previous wording

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

Current wording

For the impact of acquisition and integration related costs on diluted (loss) earnings per share, see the section below, “Diluted (Loss) Earnings per Share.”

Previous wording

We recorded restructuring and related charges in the three months ended January 31, 2026 and 2025 of$7.1 million and$5.6 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 July 31, 2026 and 2025 of$16.5 million and$3.0 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net (Loss) Income. Thethree months ended July 31, 2025 includes a credit of $(0.1) million related to the Business Optimization Program, a prior restructuring initiative.

Previous wording

Beginning in fiscal year 2023, the Company initiated the Global Restructuring Program which was expanded in fiscal year 2024 to include those actions that will focus Wiley on its leading global position in the development and application of new knowledge and drive greater profitability, growth, and cash flow. We will focus on our strongest and most profitable businesses and large market opportunities in Research and Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions. Under this program, we reducedour real estate square footage occupancy by approximately 35%.

Current wording

Beginning in fiscal year 2023, the Company initiated the Global Restructuring Program. The program was expanded in fiscal year 2024 to focus on our strongest and most profitable businesses and largest market opportunities in Research and Learning, streamline our organization, and rightsize our cost structure. Under this program, we reduced our real estate square footage occupancy by approximately 35%. The program was further expanded in the fourth quarter of fiscal year 2025 to align technology costs and other corporate expenses following the completion of our divestitures, and again in the first quarter of fiscal year 2027 to include additional portfolio and cost optimization actions. As a result of these initiatives, this expanded program will include severance related charges, consulting, facility-related, and other costs.

Previous wording

Excluding actions related to the Held for Sale or Sold segment, we anticipate to yield annualized cost savings of approximately $125 million, with approximately $110 million of that to be realized in fiscal year 2026 from actions taken starting in fiscal year 2024.

Current wording

We anticipate to yield annualized cost savings of approximately $125 million, with approximately $120 million of that to be realized in fiscal year 2027 from actions taken starting in fiscal year 2024.

Previous wording

For the three months ended January 31, 2026 and 2025, we recorded pretax restructuring charges of $7.1 million and $5.6 million, respectively, related to this program.

Current wording

For the three months ended July 31, 2026 and 2025, we recorded pretax restructuring charges of $16.5 million and $3.1 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 (loss) earnings per share, see the section below, “Diluted (Loss) Earnings per Share.”

Previous wording

Amortization of intangible assets was $13.3 million for the three months ended January 31, 2026, 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 the amortization expense related to acquired definite lived intangible assets, including those acquired as part of an acquisition.

Current wording

Amortization of intangible assets was $16.5 million for the three months ended July 31, 2026, an increase of $3.2 million, or 25%, as compared with the prior year and on a constant currency basis. The increase was primarily due to the amortization expense related to acquired definite lived intangible assets, primarily those acquired as part of the Emerald acquisition, partially offset by the completion of amortization of certain acquired intangible assets.

Previous wording

Adjusted OI and Adjusted EBITDA on a constant currency basisfor the three months ended January 31, 2026 increased 22% and 12%, respectively, as compared with the prior year. These increases were primarily due tolower operating and administrative expenses, partially offset by an increase in costs of sales.

Current wording

Adjusted OI on a constant currency basisfor the three months ended July 31, 2026 decreased 9%, as compared with the prior year. The decrease was primarily due to lower revenue, partially offset by lower cost of sales and, to a lesser extent, lower operating and administrative expenses.

Previous wording

Adjusted OI and Adjusted EBITDA on a constant currency basis for the nine months ended January 31, 2026 increased 13% and 6%, respectively, as compared with the prior year. The increase in Adjusted OI and Adjusted EBITDA was primarily due to lower operating and administrative expenses, partially offset by higher cost of sales.

Current wording

Adjusted EBITDA on a constant currency basisfor the three months ended July 31, 2026 decreased 4%, as compared with the prior year. The decrease was primarily due tolower revenue, partially offset by lower cost of sales.

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 (Loss) Income to Non-GAAP EBITDA and Adjusted EBITDA:

Previous wording

Interest expense for the three months ended January 31, 2026 was $11.5 million compared with the prior year of $14.0 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 July 31, 2026 was $13.9 million compared with the prior year of $11.0 million. The increase was primarily due to higher debt outstanding primarily due to the funding of the Emerald acquisition, partially offset by a lower weighted average effective interest rate.

Previous wording

Net foreign exchange transaction losses of $(5.2) million for the three months ended January 31, 2026 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and payable balances and, to a lesser extent, losses on our foreign currency denominated third party 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 $(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.

Previous wording

Other expense, net was$(1.5) million for the three months ended January 31, 2026, compared to other income, net of$1.0 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. See Note 3, “Divestitures” for more details on the sale.

Current wording

Other expense, net was$(2.3) million for the three months ended July 31, 2026, compared to$(0.1) million in the prior year. The increase was primarily due to foregone interest income due to the sale of the University Services Seller Note on June 5, 2025 and the cessation of interest income on the Wiley Edge Seller Note beginning on January 5, 2026.

Previous wording

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

Current wording

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

Previous wording

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 wording

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

Previous wording

The US GAAP effective tax rate for the three months ended January 31, 2026 was 33.1% compared to 222.9% for the three months ended January 31, 2025. The US GAAP effective tax rate for the three months ended January 31, 2026 waslower than the prior year primarily due to a change in jurisdictional mix of earnings.

Current wording

The US GAAP effective tax rate for the three months ended July 31, 2026 was 6.8% compared to 33.9% for the three months ended July 31, 2025. The US GAAP effective tax rate for the three months ended July 31, 2026 waslower than the prior year primarily due to a change in jurisdictional mix of earnings and acquisition and integration related costs incurred this quarter in connection with the acquisition of Emerald Publishing.

Previous wording

The Non-GAAP Adjusted Effective Tax Rate was 25.1% for the three months ended January 31, 2026 compared to 21.6% for the three months ended January 31, 2025. Theincrease in the Non-GAAP Adjusted Effective Tax Rate for the three months ended January 31, 2026 compared with the prior year was primarily due to the mix of income.

Current wording

The Non-GAAP Adjusted Effective Tax Rate was 24.6% for the three months ended July 31, 2026 compared to 23.3% for the three months ended July 31, 2025. Theincrease in the Non-GAAP Adjusted Effective Tax Rate for the three months ended July 31, 2026 compared with the prior year was primarily due to a change in jurisdictional mix of earnings.

Previous wording

On July 4, 2025, President Trump signed into law the OBBBA. Key corporate tax provisions of the OBBBA include a handful of elective tax measures such as restoration of 100% bonus depreciation, and the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (R&E) expenditures. Other tax measures include modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.

Current wording

On July 4, 2025, President Trump signed into law the OBBBA. Key corporate tax provisions of the OBBBA include a handful of elective tax measures such as restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (R&E) expenditures. Other tax measures include modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII), amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.

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 through the third 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 assessment of the OBBBA, we determined the impact of these to be insignificant and reflected these in our financial statements using management's best estimate starting in the first quarter of fiscal year 2026. Certain provisions of OBBBA became effective in fiscal year 2027, which we reflected this quarter using management's best estimate but are deemed to be insignificant. We are continuing to evaluate the impact of the OBBBA on future periods.

Previous wording

Diluted earnings per share for the three months ended January 31, 2026 was $0.56 per share compared with a loss per share of $(0.43) per share for the three months ended January 31, 2025. This increase was primarily due to a decrease in the provision for income taxes and, to a lesser extent, an increase in income before taxes.

Current wording

Diluted loss per share for the three months ended July 31, 2026 was $(0.23) per share compared with earnings per share of $0.22 per share for the three months ended July 31, 2025. This decrease was primarily due to a decrease in operating income, partially offset by an income tax benefit in fiscal year 2027 compared to an income tax provision in fiscal year 2026.

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 (Loss) 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, “(Benefit) Provision for Income Taxes.”

Previous wording

Research revenue for the nine months ended January 31, 2026 increased$39.6 million, or 5%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 4% as compared with the prior year. Research Publishing revenue on a constant currency basis increased 2% primarily due to continued growth in author-funded open access and, to a lesser extent, recurring revenue models which includes subscriptions and transformational agreements. These increases were partially offset by lower licensing revenue including AI, and softness in ancillary products. Research Solutions revenue on a constant currency basis increased 10% primarily due to AI license revenue which includes content licensed from other publishers, partially offset by a decrease in recruitment and databases due to lower corporate spending.

Current wording

Research Publishing revenue on a constant currency basis increased 12% as compared with the prior year primarily due to the contributions from Emerald Publishing and, to a lesser extent, an increase in AI license revenue, and continued growth in author-funded open access. Excluding the contributions from the acquisition, Research Publishing revenue increased 6% on a constant currency basis. Research Solutions revenue on a constant currency basis decreased 30% as compared with the prior year primarily due to a decrease in AI license revenue which includes content licensed from other publishers.

Previous wording

Research AI license revenue for the three months ended January 31, 2026 was $6.2 million as compared with $9 million in the prior year. Open access article output growth was approximately 28% as compared with the prior year.

Current wording

Research AI license revenue for the three months ended July 31, 2026 was $13.7 million, which included $10.1 million in Research Publishing and $3.6 million in Research Solutions, as compared with $15.8 million in the prior year, which included $0.1 million in Research Publishing and $15.7 million in Research Solutions. Open access article output growth was approximately 20% as compared with the prior year.

Previous wording

Learning revenue decreased $1.2 million, or 1%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 2% as compared with the prior year. Academic revenue on a constant currency basis increased 1% as compared with the prior year due to an increase in licensing revenue including AI and, to a lesser extent, digital content growth, partially offset by a decline in print book sales and, to a lesser extent, digital courseware. Professional revenue on a constant currency basis decreased 5% as compared with the prior year due to a decline in print and digital revenue due to inventory reductions at an online retailer and a slowdown in consumer and corporate spending, partially offset by an increase in licensing revenue including AI.

Current wording

Academic revenue on a constant currency basis decreased 20% as compared with the prior year primarily due to a decrease in AI license revenue and, to a lesser extent, a decline in print book sales. Professional revenue on a constant currency basis decreased 20% as compared with the prior year primarily due to a decrease in AI license revenue, and a decline in print and digital revenue due to the prior year timing of inventory reductions at an online retailer, along with a continued slowdown in consumer and corporate spending.

Previous wording

On a constant currency basis, Adjusted EBITDA decreased 1% as compared with the prior year. This decrease was primarily due to lower revenue, partially offset byrestructuring and cost savings initiatives, and favorable product mix.

Current wording

On a constant currency basis, Adjusted EBITDA decreased 56% as compared with the prior year. This decrease was primarily due to lower revenue.

Previous wording

On a constant currency basis, adjusted corporate expenses of$110.1 million on an Adjusted EBITDA basis decreased 12% as compared with the prior year. This was primarily due to restructuring and costs savings initiatives resulting in lower employment costs, and professional fees.

Current wording

On a constant currency basis, adjusted unallocated corporate expenses of$33.1 million on an Adjusted EBITDA basis decreased 19% as compared with the prior year. This was primarily due to restructuring initiatives resulting in lower employment costs, and lower professional fees due to timing.

Previous wording

As of January 31, 2026, we had cash and cash equivalents of $95.1 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 January 31, 2026 we have recorded a deferred tax liability of approximately $1.4 million related to the estimated taxes that would be incurred upon repatriating certain non-US earnings to the US.

Current wording

As of July 31, 2026, we had cash and cash equivalents of $106.4 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, 2026 we have recorded a deferred tax liability of approximately $3.3 million related to the estimated taxes that would be incurred upon repatriating certain non-US earnings to the US.

Previous wording

On November 30, 2022, we entered into the second amendment to the Third Amended and Restated Credit Agreement (collectively, the Amended and Restated CA). See Note 15, “Debt and Available Credit Facilities” for more details on the amendment. The Amended and Restated CA provided for senior unsecured credit facilities comprised of the following (i) a five-year revolving credit facility in an aggregate principal amount up to $1.115 billion which matures November 2027, (ii) a five-year term loan A facility consisting of $200 million which matures November 2027, and (iii) $185 million aggregate principal amount revolving credit facility which matured in May 2024.

Current wording

On May 15, 2026, we entered into the third amendment (Third Amendment) to the Third Amended and Restated Credit Agreement (collectively, the Amended and Restated CA). See Note 15, “Debt and Available Credit Facilities” for more details on the amendment. The Amended and Restated CA provides for senior unsecured credit facilities comprised of (i) a revolving credit facility in an aggregate principal amount up to $1.115 billion and (ii) a term loan A facility in an aggregate principal amount of $500.0 million, reflecting a $300.0 million increase pursuant to the Third Amendment. Both facilities mature in November 2027.

Previous wording

As of January 31, 2026, we had approximately $807.5 million of debt outstanding, net of unamortized issuance costs of $0.3 million, and approximately $485.2 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 January 31, 2026.

Current wording

As of July 31, 2026, we had approximately $1,291.3 million of debt outstanding, net of unamortized issuance costs of $0.7 million, and approximately $296.1 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, 2026.

Previous wording

The following is a summary of the $51.0 million change in Net cash provided by operating activities for the nine months ended January 31, 2026 compared with the nine months ended January 31, 2025 (amounts in millions).

Current wording

The following is a summary of the $29.7 million change in Net cash used in operating activities for the three months ended July 31, 2026 compared with the three months ended July 31, 2025 (amounts in millions).

Previous 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.

Current wording

The favorable change in accounts receivable, net and contract liabilities was primarily due to the timing of collections from and invoicing to customers, including anticipated delayed fiscal year 2026 billings collected in the first quarter of fiscal year 2027.

Previous wording

The favorable 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 and lower royalty costs.

Previous wording

Our negative working capital (current assets less current liabilities) was $281.2 million and $381.0 million as of January 31, 2026 and April 30, 2025, respectively. This $99.8 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 January 31, 2026 and as of April 30, 2025 includes $292.8 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 $250.6 million and $359.3 million as of July 31, 2026 and April 30, 2026, respectively. This $108.7 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, 2026 and as of April 30, 2026 includes $384.3 million and $451.4 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.

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Previous report — wording carried elsewhere

In the fourth quarter of fiscal year 2025, the program was further extended due to the completion of our divestitures with a focus on optimizing our cost structure, with particular emphasis on aligning our technology costs and other corporate expenses. As a result of these initiatives, this expanded program will include severance related charges, facility-related costs associated with certain properties, and other activities.

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

On a constant currency basis, adjusted unallocated corporate expenses of$33.8 million on an Adjusted EBITDA basis decreased 21% as compared with the prior year. This was primarily due to restructuring and expense management across functional areas, namely technology.

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

We recorded restructuring and related charges in the nine months ended January 31, 2026 and 2025 of$16.1 million and$13.1 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Amortization of intangible assets was $39.8 million for the nine months ended January 31, 2026, an increase of$0.9 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.

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Other expense, net was $(3.6) million for thenine months ended January 31, 2026, compared to other income, net of $4.0 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.

Previous report — wording carried elsewhere

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

Previous report — wording carried 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:

Previous report — wording carried 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.”