{"url_path":"/sec/wly/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/107140/0001628280-26-045111-index.html","accession_number":"0001628280-26-045111","cik":"0000107140","ticker":"WLY","issuer_name":"JOHN WILEY & SONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/107140/0001628280-26-045111-index.html","primary_entity_key":"0000107140","primary_entity_name":"JOHN WILEY & SONS, INC."},"word_count":377,"has_tables":true,"body_markdown":"Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\n\nThe following information required in this item will be included under the “Ownership of Common Stock” section in the Company's 2026 Proxy Statement and is incorporated herein by reference.\n\n•Information on the beneficial ownership reporting for the directors and executive officers is contained under the caption “Stock Ownership of Officers and Directors.”\n\n•Information on the beneficial ownership reporting for all other shareholders that own 5% or more of the Company’s Class A or Class B Common Stock is contained under the caption “Stock Ownership of Certain Beneficial Owners.”\n\nThe following table summarizes the Company’s equity compensation plan information as of April 30, 2026:\n\nPlan Category\nNumber of\n\nSecurities to Be\n\nIssued Upon Exercise\n\nof Outstanding Options,\n\nWarrants and Rights (1)\nWeighted Average\nExercise Price of\nOutstanding Options,\nWarrants and Rights\nNumber of\n\nSecurities Remaining\n\nAvailable for Future\n\nIssuance Under Equity\n\nCompensation Plans (2)\n\nEquity compensation plans approved by shareholders1,453,427$46.93 4,719,727\n\n(1)This amount includes the following awards issued under the 2022 Plan and Prior Plans:\n\n•244,000 shares issuable upon the exercise of outstanding stock options with a weighted average exercise price of $46.93.\n\n•1,209,427 non-vested performance-based and other restricted stock awards. Since these awards have no exercise price, they are not included in the weighted average exercise price calculation.\n\n(2)Per the terms of the 2022 Plan, a total of 6,200,000 shares shall be authorized for awards granted under the 2022 Plan, less one (1) share for every one (1) share that was subject to an award granted under a Prior Plan after July 13, 2022 and prior to the approval of the 2022 Plan on September 29, 2022 (Effective Date). In addition, after July 13, 2022, if any shares subject to an award under any Prior Plans are forfeited or an award under any Prior Plans expires or is settled for cash, then in each such case the shares subject to such award or award under any Prior Plan shall be added to the shares available for awards under the Plan, on a one-for-one-basis. After the Effective Date of the 2022 Plan, no awards may be granted under any Prior Plan.\n\nAll of the Company’s equity compensation plans are approved by shareholders.\n\n110\n\n[Index](#i4999d179a1ee4db3afe68151d34a8db6_7)"}