JOHN WILEY & SONS, INC.

Wiley is a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning. The Company operates in the research publishing and learning industries, serving institutions, societies, corporations, researchers, students, instructors, and other professionals. Wiley is a predominantly digital company with 85% ¹ of revenue for the year ended April 30, 2026 generated by digital products and services. For the year ended April 30, 2026, 48% ² of revenue is recurring which includes revenue that is contractually obligated or set to recur with a high degree of certainty. Approximately 49% ³ of consolidated revenue was from outside the US. The Company’s business strategies are tightly aligned with consistent long-term growth trends, including ever-increasing global research and development investment and researcher productivity gains from artificial intelligence, leading to growth in scientific research output and the number of institutions and researchers worldwide, and the ever-increasing need for authoritative content to fuel AI models and applications.

Wiley competes with other publishers and content providers in the research and learning markets. The filing names no specific competitors by name. Competitive advantages include a portfolio of over 1,900 ⁴ scientific, technical, medical, and scholarly journals, long-term publishing alliances with prestigious societies such as the American Cancer Society, the American Heart Association, the American Anthropological Association, the American Geophysical Union, and the German Chemical Society, and proprietary platforms including Wiley Online Library, Atypon, and Research Exchange. Wiley’s performance in the 2025 release of the Journal Citation Reports remains strong, maintaining its top 3 ⁵ position in terms of citations received, with 8% ⁶ of titles, 8% ⁷ of articles, and 10% ⁸ of citations. A total of 1,740 ⁹ Wiley journals were included in the reports. Wiley journals ranked #1 ¹⁰ in 17 ¹¹ categories across 17 ¹² of its titles and achieved 269 ¹³ top-10 category rankings.

Wiley generates revenue through two reportable segments: Research and Learning. Research revenue accounted for approximately 67% ¹⁴ of consolidated revenue in the year ended April 30, 2026, with a 33.2% ¹⁵ Adjusted EBITDA margin. Learning accounted for approximately 33% ¹⁶ of consolidated revenue in the year ended April 30, 2026, with a 38.0% ¹⁷ Adjusted EBITDA margin. Revenue is generated from journal subscriptions, transformational agreements, open access publishing, licensing and ancillary products, content platforms and services, print and digital books, digital courseware, and assessments. For fiscal year 2026, approximately 96% ¹⁸ of Research revenue is generated by digital and online products and services, and approximately 62% ¹⁹ of Learning revenue is from digital and online products and services.

Research includes the reporting lines of Research Publishing and Research Solutions. Research Publishing generates the majority of its revenue from Journal Subscriptions (pay to read) and Transformational Agreements (pay to read and publish) under multi-year arrangements, Open Access (pay to publish), and Licensing and ancillary products. As of April 30, 2026, Wiley published over 1,900 ²⁰ academic research journals. Approximately 46% ²¹ of Journal Subscriptions revenue is derived from publication rights that are owned by professional societies and other publishing partners. Research Solutions generates revenue through content platforms and services that enable corporations and societies to attract and retain customers, including advertising, sales and marketing services, a recruitment platform, spectral database licenses, projects business, and platform and workflow solutions. Atypon hosts content on behalf of approximately 2,000 ²² publishers and societies. In fiscal year 2026, Wiley began providing licensing as a service to other publishers to generate AI-related revenue. AI license revenue was $49.1 million ²³ in the year ended April 30, 2026, which includes $19.4 million ²⁴ of revenue related to content which Wiley has licensed from other publishers.

Learning includes Academic and Professional reporting lines. Academic generates revenue from Print and Digital Publishing, Digital Courseware, and Licensing and ancillary products. Education textbooks, related supplementary material, and digital products are sold primarily to bookstores and online retailers serving educational institutions and direct-to-students. Digital courseware includes WileyPLUS, an online education platform integrated with a digital textbook, and the interactive zyBooks platform for STEM disciplines. Professional generates revenue from Professional Publishing, Assessments, and Licensing and ancillary products. Professional books include business and finance, technology, and other professional categories, with key franchises and brands including Dummies, Sybex, The Jon Gordon Companies, and Disciplined Entrepreneurship. Assessments offerings include soft-skills training solutions delivered through online digital delivery platforms, with branded solutions including Everything DiSC, The Five Behaviors, Leadership Practices Inventory, and PXT Select. Book sales for Learning are generally made on a returnable basis with certain restrictions. The textbook business is seasonal, with the majority of textbook sales occurring during the July-through-October and December-through-February periods.

During fiscal year 2026, Wiley completed the divestiture of its non-core education businesses, including Wiley Edge and CrossKnowledge. The sale of Wiley Edge closed on May 31, 2024, and the sale of CrossKnowledge closed on April 29, 2026. The sale of University Services closed on June 5, 2025. In the first quarter of fiscal year 2026, the Board of Directors authorized an additional share repurchase program of up to $250 million ²⁵ of Class A or B Common Stock. During the fourth quarter of fiscal year 2026, Wiley repurchased 871,508 ²⁶ shares at an average price of $34.31 ²⁷ per share. On June 1, 2026, subsequent to the end of fiscal year 2026, Wiley acquired Emerald Publishing for £337.5 million ²⁸ (approximately $452 million ²⁹), funded with available cash and proceeds from the revolving credit facility. Wiley also continued its multiyear Global Restructuring Program, incurring restructuring and related charges.

For fiscal year 2026, total revenue was $1,676.5 million ³⁰, consistent with the prior year. Operating income was $276.9 million ³¹, a 25% ³² increase compared with the prior year. Diluted earnings per share was $4.16 ³³, an increase of $2.63 ³⁴ compared with the prior year. Net cash provided by operating activities was $260.5 million ³⁵, an increase of $57.9 million ³⁶ compared with the prior year. Free Cash Flow Less Product Development Spending was $195.3 million ³⁷, an increase of $69.5 million ³⁸ compared with the prior year. Adjusted Revenue was $1,676.5 million ³⁹, consistent with the prior year. Adjusted Operating Income was $296.2 million ⁴⁰, an 18% ⁴¹ increase compared with the prior year. Adjusted EBITDA was $439.6 million ⁴², a 10% ⁴³ increase compared with the prior year. Adjusted EPS was $4.19 ⁴⁴, a 15% ⁴⁵ increase compared with the prior year.

A key growth vector is expanding the publishing program and journal portfolio to meet global demand for peer-reviewed research, driving additional value in subscription-based models for universities and corporations, volume-based models for open access, and content licensing opportunities for applications in AI and data analytics. AI and data analytics is described as an emerging growth engine, leveraging proprietary content, data, and the partnership ecosystem for corporate models and applications. AI license revenue was $49.1 million ⁴⁶ in fiscal year 2026, compared to $40 million ⁴⁷ in the prior year. The acquisition of Emerald Publishing for £337.5 million ⁴⁸ (approximately $452 million ⁴⁹) was made to extend scale in the Research business and strengthen the proprietary content advantage in AI. The filing states that Wiley expects to be eligible to elect the OECD Pillar Two SbS Safe Harbor for fiscal year 2027.

Learning strategies include selectively scaling high-value digital content, courseware, and assessments to meet targeted opportunities in education and professional development. The Company is seeking content libraries for new licensing opportunities. Key strategies include focusing on high-growth and emerging research markets, licensing content for innovation in the corporate R&D value chain, and developing new digital products and information services to meet the needs of researchers, authors, societies, and corporate customers.

Management discussed the Global Restructuring Program, which is designed to realign the cost base with current and anticipated future market conditions. The filing states that the Company expects to realize operating savings over time and in fiscal year 2027 in connection with the multiyear Global Restructuring Program and completed dispositions. The Company continues to explore opportunities to develop new business models and enhance the efficiency of its cost and organizational structure.

Wiley has outsourced certain business functions, including US-based book distribution operations to Cengage Learning, to improve efficiency and move to a more variable cost model. As of April 30, 2026, Wiley had one global warehousing and distribution facility remaining, which is in the UK. The Company has recently initiated a multiyear enterprise modernization program which includes various projects including the consolidation and transformation of Research publishing infrastructure and the future implementation of an updated global enterprise resource planning system. As of April 30, 2026, Wiley employed approximately 4,500 ⁵⁰ colleagues worldwide.

The filing discusses the share repurchase program authorized in the first quarter of fiscal year 2026 for up to $250 million ⁵¹ of Class A or B Common Stock. As of April 30, 2026, the maximum dollar value of shares that may yet be purchased under the program was $207.4 million ⁵². The Company pays quarterly cash dividends based on the Board of Directors' review of earnings, financial position, and other relevant factors. The filing does not specify a particular dividend amount or R&D spending target for the upcoming period.

Structural headwinds flagged by management include reductions in or restrictions on federal research funding and changes to US higher education policy, which may adversely affect the business. The filing notes that federally supported research has faced disruption through proposed budget reductions, administrative actions affecting grant funding, and ongoing legal challenges. The current funding environment remains fluid, with ongoing legal challenges, congressional appropriations debates, and administrative actions that continue to evolve. The filing also notes that changes in US and foreign government administrative policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material adverse effect on global economic conditions and the business.

Geographic and macro constraints include the potential escalation of trade tensions between the US and China, which could slow down China's economy and impact Research Publishing. The filing notes that approximately 31% ⁵³ of the articles Wiley published in calendar year 2025 included China-based authors, compared to the industry percentage of approximately 34% ⁵⁴. Volatility caused by geopolitical events such as the conflict in Ukraine and instability in the Middle East could also impact the business. The filing also notes that challenges and uncertainties associated with operating in certain global markets have a higher risk due to political instability, economic volatility, crime, terrorism, corruption, social and ethnic unrest, and other factors.

A key risk is the inability to protect intellectual property, as unauthorized use of copyrighted content and trademarks could impair the value of Wiley's assets and competitive position. The filing notes that detection of unauthorized use has become more challenging due to the increasing volume and sophistication of attempts, and that intellectual property protection may not be available in every country. Another material risk is the potential for reductions in or restrictions on federal research funding and changes to US higher education policy, which could adversely affect the US market. The filing states that federally supported research has faced disruption through proposed budget reductions and administrative actions. A third risk is the failure to realize expected benefits from growth strategies, including the inability to adequately drive publishing output and journal expansion or to successfully leverage AI technologies, which could disrupt markets and subject Wiley to increased competition and regulatory costs. The filing also notes that as of April 30, 2026, goodwill was $1,132.4 million ⁵⁵ and intangible assets were $579.0 million ⁵⁶, and failure to achieve business objectives could result in noncash impairment charges. Additionally, subscription agents account for approximately 19% ⁵⁷ of total annual consolidated revenue, and changes in their financial condition could impact revenue.

Management's message emphasizes Wiley's transformation into an AI-forward research intelligence company, with a focus on leveraging proprietary content, data, and partnerships for AI and data analytics as an emerging growth engine. Key strategic priorities include expanding the publishing program and journal portfolio, driving additional value in subscription-based and open access models, and selectively scaling high-value digital content, courseware, and assessments in Learning. Management highlights the acquisition of Emerald Publishing for £337.5 million ⁵⁸ (approximately $452 million ⁵⁹) as a means to extend scale in Research and strengthen the proprietary content advantage in AI. The filing also discusses the multiyear Global Restructuring Program and completed dispositions as actions to realign the cost base and realize operating savings over time and in fiscal year 2027. Management states that the Company expects to be eligible to elect the OECD Pillar Two SbS Safe Harbor for fiscal year 2027.