UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2025 Commission File No. 001-11507 JOHN WILEY & SONS, INC. OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____ to _____ (Exact name of Registrant as specified in its charter) | New York | 13-5593032 | | --- | --- | | (S ...

Research Growth, AI Momentum, and Margin Expansion Highlight Wiley's Second Quarter 2026 December 4, 2025 - Hoboken, NJ – Wiley (NYSE: WLY), a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning, today reported results for the second quarter ended October 31, 2025. SECOND QUARTER SUMMARY MANAGEMENT COMMENTARY "We continue to deliver strong performance in Research and accelerating momentum in AI as we capitalize on record rese ...

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[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q%20Filing%20Information) Details registrant status, outstanding stock, and disclosures on forward-looking statements and non-GAAP financial measures - The registrant, John Wiley & Sons, Inc., is a **large accelerated filer** and is **not a shell company**[4](index=4&type=chunk)[5](index=5&type=chunk) - As of August 31, 2025, **Class A Common Stock outstanding was 44,434,726 shares** and **Class B Common Stock outstanding was 8,767,793 shares**[5](index=5&type=chunk) - The report includes a **'Safe Harbor' Statement** for forward-looking statements and defines various **non-GAAP financial measures** used by management for performance evaluation and investor analysis[8](index=8&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) [PART I - FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements for Q1 FY2026, with detailed notes on accounting, divestitures, revenue, and other financial aspects [Condensed Consolidated Statements of Financial Position – Unaudited](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position%20%E2%80%93%20Unaudited) Total assets decreased by **$167.1 million**, while total liabilities decreased by **$148.0 million**, and total shareholders' equity decreased by **$19.1 million** | Metric | July 31, 2025 (in thousands) | April 30, 2025 (in thousands) | Change (in thousands) | | :--------------------------------- | :--------------------------- | :---------------------------- | :-------------------- | | **Assets:** | | | | | Total current assets | $420,295 | $439,884 | $(19,589) | | Total assets | $2,524,332 | $2,691,466 | $(167,134) | | **Liabilities & Equity:** | | | | | Total current liabilities | $648,843 | $820,856 | $(172,013) | | Total liabilities | $1,791,273 | $1,939,260 | $(147,987) | | Total shareholders' equity | $733,059 | $752,206 | $(19,147) | | Total liabilities and shareholders' equity | $2,524,332 | $2,691,466 | $(167,134) | [Condensed Consolidated Statements of Net Income (Loss) – Unaudited](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Net%20Income%20(Loss)%20%E2%80%93%20Unaudited) Net revenue decreased by **$7.0 million**, while operating income increased by **$2.0 million**, and net income improved significantly to **$11.7 million** | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Change (in thousands) | % Change | | :---------------------------------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------- | :------- | | Revenue, net | $396,800 | $403,809 | $(7,009) | -1.74% | | Total costs and expenses | $365,837 | $374,836 | $(8,999) | -2.40% | | Operating income | $30,963 | $28,973 | $1,990 | 6.87% | | Income before taxes | $17,707 | $23,003 | $(5,296) | -23.02% | | Provision for income taxes | $6,007 | $24,439 | $(18,432) | -75.42% | | Net income (loss) | $11,700 | $(1,436) | $13,136 | -914.76% | | Basic EPS | $0.22 | $(0.03) | $0.25 | -833.33% | | Diluted EPS | $0.22 | $(0.03) | $0.25 | -833.33% | [Condensed Consolidated Statements of Comprehensive Income – Unaudited](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%E2%80%93%20Unaudited) Net income improved to **$11.7 million**, with total other comprehensive income at **$0.5 million**, resulting in comprehensive income of **$12.2 million** | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | | :---------------------------------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Net income (loss) | $11,700 | $(1,436) | | Foreign currency translation adjustment | $(5,852) | $14,963 | | Unamortized retirement costs, net of tax | $4,224 | $(2,040) | | Unrealized gain (loss) on interest rate swaps, net of tax | $2,141 | $(8,076) | | Total other comprehensive income | $513 | $4,847 | | Comprehensive income | $12,213 | $3,411 | [Condensed Consolidated Statements of Cash Flows – Unaudited](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%E2%80%93%20Unaudited) Operating cash outflow decreased by **$3.7 million**, investing activities generated **$98.9 million** cash, while financing activities shifted to a **$16.9 million** cash outflow | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Change (in thousands) | | :------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------- | | Net cash used in operating activities | $(85,005) | $(88,712) | $3,707 | | Net cash provided by (used in) investing activities | $98,856 | $(23,807) | $122,663 | | Net cash (used in) provided by financing activities | $(16,924) | $101,589 | $(118,513) | | Effects of exchange rate changes on cash | $(959) | $798 | $(1,757) | | Decrease for the period | $(4,032) | $(10,132) | $6,100 | | Balance at end of period (Cash & cash equivalents) | $81,900 | $89,411 | $(7,511) | [Condensed Consolidated Statements of Shareholders' Equity – Unaudited](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity%20%E2%80%93%20Unaudited) Total shareholders' equity decreased by **$19.1 million**, reflecting **$14.0 million** in treasury share purchases and **$19.0 million** in dividends paid | Metric | Balance at April 30, 2025 (in thousands) | Balance at July 31, 2025 (in thousands) | Change (in thousands) | | :-------------------------------- | :--------------------------------------- | :-------------------------------------- | :-------------------- | | Total shareholders' equity | $752,206 | $733,059 | $(19,147) | | Purchases of treasury shares | N/A | $(14,000) | N/A | | Class A common stock dividends | N/A | $(15,932) | N/A | | Class B common stock dividends | N/A | $(3,112) | N/A | | Comprehensive income, net of tax | N/A | $12,213 | N/A | [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements, covering accounting policies and financial events [Note 1. Basis of Presentation](index=13&type=section&id=Note%201.%20Basis%20of%20Presentation) Financial statements are prepared under **SEC interim reporting requirements** and **US GAAP**, relying on management's estimates and assumptions - Financial statements are prepared in accordance with **SEC interim reporting requirements** and **US GAAP**, with normal recurring adjustments[28](index=28&type=chunk)[29](index=29&type=chunk) - Management's estimates and assumptions are used, and actual results may differ[29](index=29&type=chunk) [Note 2. Recent Accounting Standards](index=14&type=section&id=Note%202.%20Recent%20Accounting%20Standards) No **material impact** from recently adopted accounting standards, with ongoing assessment of new ASUs on credit losses, expense disaggregation, and income tax disclosures - No recently adopted accounting standards had a **material impact**[31](index=31&type=chunk) - FASB issued ASU **2025-05** on credit losses (effective May **1**, **2026**), ASU **2024-03**/**2025-01** on expense disaggregation (effective **FY2028**/**

[Executive Summary](index=1&type=section&id=Executive%20Summary) [Management Commentary](index=1&type=section&id=MANAGEMENT%20COMMENTARY) Wiley's CEO highlighted strong research demand driven by AI and R&D, emphasizing AI leadership, operational excellence, and confidence in the Fiscal 2026 outlook - Strong demand trends in research, driven by new growth pathways in AI and corporate R&D[4](index=4&type=chunk) - Wiley is a recognized leader in AI licensing and innovation, executing projects for multi-national corporations and strategically partnering with top AI innovators[4](index=4&type=chunk) - Confidence in Fiscal 2026 outlook, supported by leading indicators, recurring revenue models, open access programs, and anticipated cost savings[4](index=4&type=chunk) [Q1 2026 Financial Highlights](index=1&type=section&id=FINANCIAL%20SUMMARY_HIGHLIGHTS) Q1 2026 saw mixed GAAP results with improved operating income and EPS, while adjusted revenue grew 1% and Research revenue showed strong AI-driven growth Q1 2026 GAAP Performance vs. Prior Year | Metric | Q1 2026 (USD Million) | Q1 2025 (USD Million) | Change (%) | | :-------------------- | :-------------------- | :-------------------- | :--------- | | Revenue | 397 | 404 | -1.7% | | Operating Income | 31 | 29 | +7% | | Diluted EPS | 0.22 | -0.03 | N/A | Q1 2026 Adjusted Results (Constant Currency) vs. Prior Year | Metric | Q1 2026 (USD Million) | Q1 2025 (USD Million) | Change (%) | | :-------------------- | :-------------------- | :-------------------- | :--------- | | Adjusted Revenue | 397 | 393 | +1% | | Adjusted Operating Income | 34 | 35 | -2% | | Adjusted EBITDA | 70 | 72 | -3% | | Adjusted EPS | 0.49 | 0.48 | +2% | - Research revenue grew **5% at constant currency**, primarily driven by AI licensing projects and open access growth, offsetting journal renewal timing[8](index=8&type=chunk) - Executed a landmark AI licensing project with a large tech company and announced a strategic partnership with Anthropic to accelerate AI integration in scholarly research[8](index=8&type=chunk) - Increased dividend for the **32nd consecutive year** and approved a **$250 million share repurchase authorization**, a 25% increase over the 2020 authorization[8](index=8&type=chunk) [Detailed Financial Performance](index=1&type=section&id=Detailed%20Financial%20Performance) [Segment Performance Overview](index=1&type=section&id=SEGMENT%20RESULTS_OVERVIEW) Q1 2026 saw strong Research growth from AI and open access, a decline in Learning due to lower AI licensing, and increased corporate expenses from strategic initiatives [Research Segment](index=1&type=section&id=Research) The Research segment experienced 5% constant currency revenue growth, driven by significant AI licensing and open access contributions Q1 2026 Research Segment Performance | Metric | Q1 2026 (USD Million) | Q1 2025 (USD Million) | Reported Change (%) | Constant Currency Change (%) | | :---------------------- | :-------------------- | :-------------------- | :------------------ | :--------------------------- | | Total Revenue, net | 281.7 | 265.3 | +6% | +5% | | AI Licensing Revenue | 16 | 1 | N/A | N/A | | Adjusted EBITDA | 80 | 78 | +2% | +2% | | Adjusted EBITDA Margin | 28.3% | 29.3% | -1.0 pp | | - Research revenue growth was primarily driven by a significant increase in **AI licensing revenue (from $1 million to $16 million)** and open access growth[9](index=9&type=chunk) - Article submissions and output grew by **25% and 13% respectively**, indicating strong demand to publish across all key geographies[9](index=9&type=chunk) [Learning Segment](index=1&type=section&id=Learning) The Learning segment's revenue declined 8% at constant currency, primarily due to lower AI licensing and softness in the Professional sub-segment Q1 2026 Learning Segment Performance | Metric | Q1 2026 (USD Million) | Q1 2025 (USD Million) | Reported Change (%) | Constant Currency Change (%) | | :---------------------- | :-------------------- | :-------------------- | :------------------ | :--------------------------- | | Total Revenue, net | 115.1 | 124.3 | -7% | -8% | | AI Licensing Revenue | 13 | 16 | -18.75% | N/A | | Adjusted EBITDA | 31 | 34 | -7% | -7% | | Adjusted EBITDA Margin | 27.4% | 27.2% | +0.2 pp | | - Learning revenue decline was largely due to lower AI licensing revenue compared to the prior year (**$13 million vs. $16 million**) and market-related softness in the Professional sub-segment[9](index=9&type=chunk) [Corporate Expenses](index=2&type=section&id=Corporate%20Expenses) Corporate expenses increased 4% at constant currency due to strategic consulting and modernization, with anticipated declines starting in Q2 Q1 2026 Corporate Expenses (Adjusted EBITDA Basis) | Metric | Q1 2026 (USD Million) | Q1 2025 (USD Million) | Reported Change (%) | Constant Currency Change (%) | | :---------------------- | :-------------------- | :-------------------- | :------------------ | :--------------------------- | | Non-GAAP Adjusted Corporate Expenses | (43.9) | (42.4) | -4% | -3% | | Non-GAAP Adjusted EBITDA | (40.7) | (39.0) | -4% | -4% | - Corporate Expenses rose **4% on an Adjusted EBITDA basis at constant currency**, primarily driven by costs related to strategic consulting projects (now complete), enterprise modernization, and other one-time items[10](index=10&type=chunk) - Wiley anticipates Corporate Expenses to decline starting in Q2 as cost savings ramp up[10](index=10&type=chunk) [EPS, Balance Sheet, Cash Flow & Capital Allocation](index=2&type=section&id=BALANCE%20SHEET,%20CASH%20FLOW,%20AND%20CAPITAL%20ALLOCATION) Q1 2026 showed improved GAAP and Adjusted EPS, a healthy Net Debt-to-EBITDA ratio, seasonal operating cash flow use, and strategic capital allocation including debt reduction Q1 2026 EPS Performance | Metric | Q1 2026 | Q1 2025 | | :---------- | :------ | :------ | | GAAP EPS | $0.22 | ($0.03) | | Adjusted EPS| $0.49 | $0.48 | - Net Debt-to-EBITDA Ratio (Trailing Twelve Months) improved to **1.9 at quarter end**, down from 2.0 in the prior year period[16](index=16&type=chunk) Q1 2026 Cash Flow & Capital Allocation | Metric | Q1 2026 (USD Million) | Q1 2025 (USD Million) | | :------------------------------------ | :-------------------- | :-------------------- | | Net Cash Used in Operating Activities | (85) | (89) | | Free Cash Flow less Product Development Spending | (100) | (107) | | Capex | 15 | 18 | | Returns to Shareholders | 32 | 31 | | Share Repurchases | 14 | 12.5 | | Divestiture Proceeds (University Services) | 120 | N/A | - Wiley acquired approximately **332,000 shares at an average cost of $42.22/share** and raised its dividend for the 32nd consecutive year[16](index=16&type=chunk) - Received approximately **$120 million in cash proceeds** from the University Services divestiture, which was fully utilized to reduce debt[16](index=16&type=chunk) [Fiscal 2026 Outlook](index=2&type=section&id=FISCAL%202026%20OUTLOOK) Wiley reaffirmed its Fiscal 2026 outlook, projecting low to mid-single-digit adjusted revenue growth, improved adjusted EBITDA margin, and increased adjusted EPS and free cash flow - Wiley is reaffirming its full-year Fiscal 2026 outlook based on leading demand and output indicators, successful calendar year 2025 journal renewals, and anticipated cost savings[12](index=12&type=chunk) Fiscal 2026 Outlook | Metric | Fiscal 2024 Results | Fiscal 2025 Results | Fiscal 2026 Outlook | | :----------------- | :------------------ | :------------------ | :------------------------ | | Adj. Revenue | $1,617M | $1,660M | Low to mid-single digit growth | | Adj. EBITDA Margin | 22.8% | 24% | 25.5% to 26.5% | | Adj. EPS | $2.78 | $3.64 | $3.90 to $4.35 | | Free Cash Flow | $114M | $126M | Approximately $200M | [Company Information](index=2&type=section&id=Company%20Information) [About Wiley](index=2&type=section&id=ABOUT%20WILEY_DETAILS) Wiley is a global provider of content, insights, and knowledge services, dedicated to advancing science and learning for over 200 years - Wiley is a leading global provider of authoritative content, data-driven insights, and knowledge services for the advancement of science and learning[15](index=15&type=chunk) - For over 200 years, Wiley has empowered researchers, learners, and institutions to drive progress and solve pressing global challenges[15](index=15&type=chunk) [Earnings Conference Call](index=2&type=section&id=EARNINGS%20CONFERENCE%20CALL) The Q1 2026 earnings conference call was scheduled for September 4, 2025, with webcast and dial-in details provided for participants - Earnings conference call scheduled for **September 4, 2025, at 10:00 am (ET)**[14](index=14&type=chunk) - Webcast accessible via Investor Relations at investors.wiley.com or directly at http://events.q4inc.com/attendee/819546756[14](index=14&type=chunk) - Dial-in numbers: U.S. callers **(888) 210-3346**, participant code **2521217**; International callers **(646) 960-0253**, participant code **2521217**[14](index=14&type=chunk) [Non-GAAP Financial Measures and Reconciliations](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations) [Reconciliation of US GAAP to Non-GAAP EPS](index=6&type=section&id=Reconciliation%20of%20US%20GAAP%20Earnings%20(Loss)%20per%20Share%20to%20Non-GAAP%20Adjusted%20EPS) This section reconciles US GAAP Earnings Per Share to Non-GAAP Adjusted EPS, detailing various adjustments including restructuring, amortization, and divestiture impacts Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS | Adjustment | Q1 2026 (USD) | Q1 2025 (USD) | | :---------------------------------------------------------------------- | :------------ | :------------ | | US GAAP Earnings (Loss) Per Share - Diluted | 0.22 | (0.03) | | Restructuring and related charges | 0.05 | 0.06 | | Foreign exchange gains on intercompany transactions | — | (0.05) | | Amortization of acquired intangible assets | 0.20 | 0.20 | | Net loss (gain) on sale of businesses, assets, and impairment charges | 0.02 | (0.09) | | Held for Sale or Sold segment Adjusted Net Loss | — | 0.04 | | Income tax adjustments | — | 0.33 | | EPS impact of using weighted-average dilutive shares | — | 0.01 | | **Non-GAAP Adjusted Earnings Per Share - Diluted** | **0.49** | **0.47** | [Reconciliation of US GAAP to Non-GAAP Income Before Taxes and Tax Provision](index=6&type=section&id=Reconciliation%20of%20US%20GAAP%20Income%20Before%20Taxes%20to%20Non-GAAP%20Adjusted%20Income%20Before%20Taxes) This section reconciles US GAAP Income Before Taxes and Tax Provision to their Non-GAAP adjusted counterparts, detailing pretax and tax impacts of various adjustments Reconciliation of US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes | Pretax Impact of Adjustments | Q1 2026 (USD Thousands) | Q1 2025 (USD Thousands) | | :---------------------------------------------------------------------- | :---------------------- | :---------------------- | | US GAAP Income Before Taxes | 17,707 | 23,003 | | Restructuring and related charges | 3,038 | 3,870 | | Foreign exchange gains on intercompany transactions | (440) | (2,591) | | Amortization of acquired intangible assets | 13,210 | 12,969 | | Net loss (gain) on sale of businesses, assets, and impairment charges | 1,116 | (5,801) | | Held for Sale or Sold segment Adjusted Loss Before Taxes | — | 2,519 | | **Non-GAAP Adjusted Income Before Taxes** | **34,631** | **33,969** | Reconciliation of US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision | Income Tax Impact of Adjustments | Q1 2026 (USD Thousands) | Q1 2025 (USD Thousands) | | :---------------------------------------------------------------------- | :---------------------- | :---------------------- | | US GAAP Income Tax Provision | 6,007 | 24,439 | | Restructuring and related charges | 519 | 749 | | Foreign exchange gains on intercompany transactions | (750) | (390) | | Amortization of acquired intangible assets | 2,068 | 1,809 | | Net loss (gain) on sale of businesses, assets, and impairment charges | 54 | (925) | | Held for Sale or Sold segment Adjusted Tax Benefit | — | 372 | | Impact of valuation allowance on the US GAAP effective tax rate | 166 | (18,030) | | **Non-GAAP Adjusted Income Tax Provision** | **8,064** | **8,024** | | US GAAP Effective Tax Rate | 33.9% | 106.2% | | Non-GAAP Adjusted Effective Tax Rate | 23.3% | 23.6% | [Reconciliation of US GAAP to Non-GAAP EBITDA](index=8&type=section&id=RECONCILIATION%20OF%20US%20GAAP%20NET%20INCOME%20(LOSS)%20TO%20NON-GAAP%20EBITDA%20AND%20ADJUSTED%20EBITDA) This section reconciles US GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA, detailing adjustments for interest, taxes, depreciation, and non-operating items Reconciliation of US GAAP Net Income (Loss) to Non-GAAP EBITDA and Adjusted EBITDA | Metric | Q1 2026 (USD Thousands) | Q1 2025 (USD Thousands) | | :---------------------------------------------------------------------- | :---------------------- | :---------------------- | | Net Income (Loss) | 11,700 | (1,436) | | Interest expense | 11,042 | 12,787 | | Provision for income taxes | 6,007 | 24,439 | | Depreciation and amortization | 36,446 | 37,253 | | **Non-GAAP EBITDA** | **65,195** | **73,043** | | Restructuring and related charges | 3,038 | 3,870 | | Net foreign exchange transaction losses (gains) | 971 | (234) | | Net loss (gain) on sale of businesses, assets, and impairment charges | 1,116 | (5,801) | | Other expense (income), net | 127 | (782) | | Held for Sale or Sold segment Adjusted EBITDA | — | 2,519 | | **Non-GAAP Adjusted EBITDA** | **70,447** | **72,615** | | Adjusted EBITDA Margin | 17.8% | 18.6% | [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) [Condensed Consolidated Statements of Net Income (Loss)](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20NET%20INCOME%20(LOSS)) Q1 2026 Condensed Consolidated Statements show decreased net revenue but increased operating income and a return to net income, driven by lower interest and tax provisions Condensed Consolidated Statements of Net Income (Loss) | Metric | Q1 2026 (USD Thousands) | Q1 2025 (USD Thousands) | | :------------------------------------ | :---------------------- | :---------------------- | | Revenue, net | 396,800 | 403,809 | | Total costs and expenses | 365,837 | 374,836 | | Operating income | 30,963 | 28,973 | | Interest expense | (11,042) | (12,787) | | Income before taxes | 17,707 | 23,003 | | Provision for income taxes | 6,007 | 24,439 | | Net income (loss) | 11,700 | (1,436) | | Diluted Earnings (loss) per share | 0.22 | (0.03) | - Operating income increased by **7% (from $28.973 million to $30.963 million)** despite a slight decrease in revenue, indicating improved operational efficiency[20](index=20&type=chunk) - The effective tax rate significantly decreased from **106.2% in Q1 2025 to 33.9% in Q1 2026**, contributing to the return to net income[20](index=20&type=chunk) [Condensed Consolidated Statements of Financial Position](index=12&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20FINANCIAL%20POSITION) The Condensed Consolidated Statements of Financial Position show decreased total assets and liabilities as of July 31, 2025, reflecting reductions in current assets and debt Condensed Consolidated Statements of Financial Position (USD Thousands) | Metric | July 31, 2025 | April 30, 2025 | | :------------------------------------ | :------------ | :------------- | | Total current assets | 420,295 | 439,884 | | Total assets | 2,524,332 | 2,691,466 | | Total current liabilities | 648,843 | 820,856 | | Long-term debt | 818,272 | 789,435 | | Total liabilities | 1,791,273 | 1,939,260 | | Shareholders' equity | 733,059 | 752,206 | - Total assets decreased by approximately **$167 million**, driven by reductions in current assets (e.g., accounts receivable, prepaid expenses) and other non-current assets[40](index=40&type=chunk) - Total liabilities decreased by approximately **$148 million**, primarily due to a significant reduction in contract liabilities and accrued employment costs, partially offset by an increase in long-term debt[40](index=40&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Q1 2026 Condensed Consolidated Statements of Cash Flows show seasonal operating cash use, significant cash generation from investing activities, and a net decrease in cash Condensed Consolidated Statements of Cash Flows (USD Thousands) | Activity | Q1 2026 | Q1 2025 | | :-------------------------------------------- | :------ | :------ | | Net cash used in operating activities | (85,005)| (88,712)| | Net cash provided by (used in) investing activities | 98,856 | (23,807)| | Net cash (used in) provided by financing activities | (16,924)| 101,589 | | Change in cash, cash equivalents and restricted cash | (4,032) | (10,132)| | Cash, cash equivalents and restricted cash - ending | 81,900 | 89,411 | - Net cash provided by investing activities significantly improved from a use of **$23.8 million in Q1 2025 to a provision of $98.9 million in Q1 2026**, largely due to **$115.2 million in cash proceeds** from the sale of businesses and assets[42](index=42&type=chunk) - Net cash used in financing activities was **$16.9 million in Q1 2026**, a notable shift from a provision of $101.6 million in Q1 2025, reflecting lower net debt borrowings and increased share repurchases[42](index=42&type=chunk) [Calculation of Non-GAAP Free Cash Flow](index=13&type=section&id=CALCULATION%20OF%20NON-GAAP%20FREE%20CASH%20FLOW%20LESS%20PRODUCT%20DEVELOPMENT%20SPENDING) Q1 2026 Non-GAAP Free Cash Flow less Product Development Spending showed a reduced cash outflow, reflecting improved operating cash flow and lower capital expenditures Calculation of Non-GAAP Free Cash Flow less Product Development Spending (USD Thousands) | Metric | Q1 2026 | Q1 2025 | | :---------------------------------------- | :------ | :------ | | Net cash used in operating activities | (85,005)| (88,712)| | Less: Additions to technology, property, and equipment | (12,005)| (14,502)| | Less: Product development spending | (2,890) | (3,351) | | **Free cash flow less product development spending** | **(99,900)**| **(106,565)**| - Free cash flow less product development spending improved from a use of **$106.6 million in Q1 2025 to a use of $99.9 million in Q1 2026**[43](index=43&type=chunk) [Supplementary Information and Notes](index=3&type=section&id=Supplementary%20Information%20and%20Notes) [Notes to Financial Statements](index=4&type=section&id=NOTES_FINANCIAL_STATEMENTS) These notes provide context for the condensed consolidated statements, detailing the preliminary nature of information and the financial impact of the University Services divestiture - The supplementary information is preliminary and subject to change prior to the filing of the Quarterly Report on Form 10-Q[21](index=21&type=chunk)[26](index=26&type=chunk) Net (Loss) Gain on Sale of Businesses, Assets, and Impairment Charges (USD Thousands) | Item | Q1 2026 | Q1 2025 | | :---------------------------------------------------------------------- | :------ | :------ | | University Services | (934) | 1,489 | | CrossKnowledge | — | 4,360 | | Wiley Edge | — | (168) | | Tuition Manager | — | 120 | | Other disposition activity | (182) | — | | **Net (loss) gain on sale of businesses, assets, and impairment charges** | **(1,116)**| **5,801**| - Wiley completed the sale of University Services on January 1, 2024, and received **$119.5 million in total cash consideration** in June 2025 for the Seller Note, fiscal year 2026 earnout, and TVG Investment, recognizing an additional pretax loss of **$0.9 million in Q1 2026**[22](index=22&type=chunk) [Notes to Non-GAAP Reconciliations](index=7&type=section&id=NOTES_NON_GAAP_RECONCILIATIONS) These notes clarify non-GAAP performance measures, detailing preliminary data, foreign exchange impacts, amortization components, and pretax/tax impacts of asset sales - The supplementary information for non-GAAP reconciliations is preliminary and subject to change prior to the filing of the Quarterly Report on Form 10-Q[26](index=26&type=chunk)[34](index=34&type=chunk) - Amortization of acquired intangible assets includes developed technology, customer relationships, tradenames, and acquired product development assets[29](index=29&type=chunk) Net Pretax Loss (Gain) on Sale of Businesses, Assets, and Impairment Charges (USD Thousands) | Item | Q1 2026 | Q1 2025 | | :---------------------------------------------------------------------- | :------ | :------ | | University Services | 934 | (1,489) | | CrossKnowledge | — | (4,360) | | Wiley Edge | — | 168 | | Tuition Manager | — | (120) | | Other disposition activity | 182 | — | | **Net pretax loss (gain) on sale of businesses, assets, and impairment charges** | **1,116**| **(5,801)**| Income Tax Benefit (Provision) on Sale of Businesses, Assets, and Impairment Charges (USD Thousands) | Item | Q1 2026 | Q1 2025 | | :---------------------------------------------------------------------- | :------ | :------ | | University Services | — | — | | CrossKnowledge | — | — | | Wiley Edge | — | (895) | | Tuition Manager | — | (30) | | Other disposition activity | 54 | — | | **Benefit (provision) on sale of businesses, assets, and impairment charges** | **54** | **(925)**| [Notes to Segment Results](index=11&type=section&id=NOTES_SEGMENT_RESULTS) These notes clarify that segment results are preliminary and that Adjusted Revenue, Operating Income, and EBITDA exclude the Held for Sale segment - The supplementary information for segment results is preliminary and subject to change prior to the filing of the Quarterly Report on Form 10-Q[38](index=38&type=chunk) - Adjusted Revenue, Adjusted Operating Income, and Adjusted EBITDA exclude the impact of the Held for Sale or Sold segment's revenue, adjusted operating income or loss, and adjusted EBITDA results[38](index=38&type=chunk) [Notes to Cash Flow Statements](index=13&type=section&id=NOTES_CASH%20FLOW_STATEMENTS) These notes confirm the preliminary nature of cash flow information and refer to the Non-GAAP Performance Measures for Free Cash Flow calculation details - The supplementary information for cash flow statements is preliminary and subject to change prior to the filing of the Quarterly Report on Form 10-Q[44](index=44&type=chunk) - Refer to the 'Explanation of Usage of Non-GAAP Performance Measures' for additional details on the calculation of Free Cash Flow less Product Development Spending[44](index=44&type=chunk) [Explanation of Non-GAAP Performance Measures](index=15&type=section&id=EXPLANATION%20OF%20USAGE%20OF%20NON-GAAP%20PERFORMANCE%20MEASURES_DETAILS) Wiley uses non-GAAP measures like Adjusted EPS, Revenue, and EBITDA as supplemental indicators for performance, internal reporting, and compensation, acknowledging they are not GAAP standardized - Management uses non-GAAP measures (e.g., Adjusted EPS, Adjusted Revenue, Adjusted EBITDA) as supplemental indicators for operating performance, financial position, internal reporting, forecasting, and incentive compensation[45](index=45&type=chunk)[52](index=52&type=chunk) - These non-GAAP measures provide useful information to investors and analysts for operational trends and comparisons by excluding restructuring charges, certain other items, and the impact of divestitures and acquisitions[17](index=17&type=chunk)[46](index=46&type=chunk) - The performance metric used by the chief operating decision maker to evaluate reportable segments is Adjusted Operating Income, with Adjusted EBITDA also presented for additional insights[47](index=47&type=chunk) - Non-GAAP measures do not have standardized meanings under US GAAP, may not be comparable to other companies, and should not be viewed as substitutes for US GAAP financial results[50](index=50&type=chunk) [Legal and Contact Information](index=3&type=section&id=Legal%20and%20Contact%20Information) [Forward-Looking Statements](index=3&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section cautions against reliance on forward-looking statements, listing various factors that could materially impact future results, including technological and economic risks - Reliance should not be placed on forward-looking statements, as actual results may differ materially due to inherent uncertainties and contingencies[18](index=18&type=chunk) - Factors that could impact results include investment in new technologies, journal subscriber renewal rates, financial stability of agents and retailers, economic and political conditions, intellectual property protection, successful integration of acquisitions, operating savings from restructuring, cyber risk, and the ability to leverage AI technologies[18](index=18&type=chunk) [Contact Information](index=3&type=section&id=CONTACT_INFORMATION) Investor relations contact information is provided for inquiries regarding the earnings release - For investor relations inquiries, contact Brian Campbell at brian.campbell@wiley.com or 201.748.6874[19](index=19&type=chunk)

FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 For the transition period from _________ to _________ Commission file number 001-11507 JOHN WILEY & SONS, INC. (Exact name of Registrant as specified in its charter) | New York | 13-5593032 | | --- ...

[Executive Summary & Business Performance](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Performance) This section provides an overview of Wiley's financial performance, management commentary, segment-specific results, and capital allocation strategies for Fiscal 2025 [Fiscal 2025 Highlights](index=1&type=section&id=Fiscal%202025%20Highlights) Wiley exceeded its Adjusted EPS guidance and achieved significant profit margin expansion and Free Cash Flow outlook in Fiscal 2025, driven by profitable growth in Research and Learning segments and increased AI licensing revenue - **Exceeded Adjusted EPS guidance** and **delivered at the top end of the range for Adjusted EBITDA margin**, while **achieving Free Cash Flow outlook**[7](index=7&type=chunk) - **Achieved Adjusted Operating Margin expansion of 300 basis points**[7](index=7&type=chunk) - **Realized $40 million in total AI licensing revenue in Fiscal 2025**, a **significant increase from $23 million in Fiscal 2024**[7](index=7&type=chunk) - **Increased share repurchases by 34%** and **raised the dividend for the 31st consecutive year**[7](index=7&type=chunk) [Management Commentary](index=1&type=section&id=MANAGEMENT%20COMMENTARY) President and CEO Matthew Kissner highlighted a strong year of execution, meeting or exceeding financial commitments, driving profitable core growth, expanding margins and free cash flow, and extending into the corporate market through AI licensing and science analytics - **Achieved profitable revenue growth, margin expansion, and cash generation** through continuous improvement and innovation[3](index=3&type=chunk) - **Expanded into the corporate market via AI licensing and partnership, science analytics, and knowledge services**[3](index=3&type=chunk) [Segment Performance Overview (Q4 & Full Year)](index=1&type=section&id=Segment%20Performance%20Overview) Wiley's Research segment showed consistent growth in revenue and Adjusted EBITDA for both Q4 and the full year, driven by publishing and solutions. The Learning segment experienced mixed results, with Q4 revenue impacted by prior year AI licensing, but full year growth driven by Academic and AI licensing [Research Segment Performance](index=1&type=section&id=Research%20Segment%20Performance) Metric (Millions USD) | Metric | Q4 FY2025 | Q4 FY2024 | YoY Change (Reported) | YoY Change (Constant Currency) | | :-------------------- | :-------- | :-------- | :-------------------- | :----------------------------- | | Revenue, net | $281 million | $271 million | +4% | +3% | | Adjusted EBITDA | $97 million | $94 million | +4% | +4% | | Adjusted EBITDA margin| 34.7% | 34.6% | +0.1 pp | | Metric (Millions USD) | Metric | Full Year FY2025 | Full Year FY2024 | YoY Change (Reported) | YoY Change (Constant Currency) | | :-------------------- | :--------------- | :--------------- | :-------------------- | :----------------------------- | | Revenue, net | $1,075 million | $1,043 million | +3% | +3% | | Adjusted EBITDA | $345 million | $331 million | +4% | +5% | | Adjusted EBITDA margin| 32.1% | 31.8% | +0.3 pp | | - Key performance indicators for Research remained strong, with **submissions up 19% and output up 8% for the full year**[8](index=8&type=chunk) [Learning Segment Performance](index=1&type=section&id=Learning%20Segment%20Performance) Metric (Millions USD) | Metric | Q4 FY2025 | Q4 FY2024 | YoY Change (Reported) | YoY Change (Constant Currency) | | :-------------------- | :-------- | :-------- | :-------------------- | :----------------------------- | | Revenue, net | $162 million | $170 million | -5% | -5% | | Adjusted EBITDA | $70 million | $74 million | -6% | -6% | | Adjusted EBITDA margin| 43.0% | 43.5% | -0.5 pp | | Metric (Millions USD) | Metric | Full Year FY2025 | Full Year FY2024 | YoY Change (Reported) | YoY Change (Constant Currency) | | :-------------------- | :--------------- | :--------------- | :-------------------- | :----------------------------- | | Revenue, net | $585 million | $575 million | +2% | +2% | | Adjusted EBITDA | $219 million | $200 million | +9% | +9% | | Adjusted EBITDA margin| 37.4% | 34.9% | +2.5 pp | | - **Q4 Learning revenue was impacted by a $23 million AI licensing agreement in the prior year, partially offset by growth in Academic and additional AI licensing revenue this quarter**[8](index=8&type=chunk) - **Academic growth (excluding AI licensing)** was driven by **strong demand for inclusive access and digital courseware**[8](index=8&type=chunk) [Corporate Expenses](index=2&type=section&id=Corporate%20Expenses) - **Q4 Corporate Expenses declined by 8% (7% at constant currency)** due to lower depreciation and amortization, or **3% on an Adjusted EBITDA basis at constant currency due to restructuring savings**[17](index=17&type=chunk) - **Full year Corporate Expenses declined by 3% (as reported and at constant currency)** due to lower depreciation and amortization, but **rose 2% on an Adjusted EBITDA basis at constant currency due to enterprise modernization**[17](index=17&type=chunk) [Held for Sale or Sold Segment](index=5&type=section&id=Held%20for%20Sale%20or%20Sold%20Segment) - **Wiley executed a plan to divest non-core businesses (University Services, Wiley Edge, CrossKnowledge) in fiscal year 2024, with sales completed in FY2024 and FY2025**[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) - **Received $120 million in cash proceeds related to the University Services divestiture after the year closed**[17](index=17&type=chunk)[25](index=25&type=chunk) Metric (Full Year, Millions USD) | Metric (Full Year) | FY2025 | FY2024 | YoY Change (Reported) | | :----------------- | :----- | :----- | :-------------------- | | Total Revenue, net | $17 million | $255 million | -93% | | Adjusted EBITDA | $(4 million) | $32 million | (Variance > 100%) | [Balance Sheet, Cash Flow, and Capital Allocation](index=2&type=section&id=BALANCE%20SHEET,%20CASH%20FLOW,%20AND%20CAPITAL%20ALLOCATION) Wiley maintained a healthy Net Debt-to-EBITDA ratio, improved Free Cash Flow, and increased returns to shareholders through dividends and share repurchases, while also receiving significant divestiture proceeds - **Net Debt-to-EBITDA Ratio was 1.8, compared to 1.7 in the prior year**[11](index=11&type=chunk) - **Free Cash Flow increased by 10% to $126 million**, **primarily driven by lower capital expenditures**[8](index=8&type=chunk)[17](index=17&type=chunk) - **Allocated $137 million toward dividends and share repurchases, up from $122 million in the prior year, with $60 million for share repurchases**[17](index=17&type=chunk) - **Received $120 million in cash proceeds related to the University Services divestiture after the year closed**[17](index=17&type=chunk) [Fiscal 2026 Outlook](index=2&type=section&id=Fiscal%202026%20Outlook) This section outlines Wiley's financial projections and key drivers for Fiscal Year 2026, anticipating continued growth and margin expansion [Fiscal 2026 Outlook Summary](index=2&type=section&id=FISCAL%202026%20OUTLOOK) Wiley provided a positive outlook for Fiscal Year 2026, projecting growth across key adjusted financial metrics, including revenue, EBITDA margin, EPS, and Free Cash Flow Fiscal 2026 Outlook | Metric | Fiscal 2024 Results | Fiscal 2025 Results | Fiscal 2026 Outlook | | :------------- | :------------------ | :------------------ | :------------------ | | Adj. Revenue | $1,617 million | $1,660 million | Low to mid-single digit growth | | Adj. EBITDA Margin | 22.8% | 24% | 25.5% to 26.5% | | Adj. EPS | $2.78 | $3.64 | $3.90 to $4.35 | | Free Cash Flow | $114 million | $126 million | Approximately $200 million | [Outlook Drivers](index=2&type=section&id=Outlook%20Drivers) The Fiscal 2026 outlook is driven by anticipated demand in Research Publishing, steady Academic market trends, continued demand for AI content, cost savings, efficiency gains, and favorable working capital - **Adjusted Revenue growth is expected from demand to publish, Calendar Year 2025 journal renewal growth in Research Publishing, steady Academic market trends, and continued demand for content and data in AI development**[18](index=18&type=chunk) - **Adjusted EBITDA Margin target was raised to 25.5% to 26.5%**, **driven by anticipated cost savings, efficiency gains, and revenue growth**[18](index=18&type=chunk) - **Adjusted EPS growth is expected from higher anticipated Adjusted Operating Income**[18](index=18&type=chunk) - **Free Cash Flow growth is projected due to expected Adjusted EBITDA growth, lower restructuring payments, and favorable working capital**[18](index=18&type=chunk) [Company Information & Disclaimers](index=2&type=section&id=Company%20Information%20%26%20Disclaimers) This section provides essential company information, details on the earnings conference call, and important forward-looking statements and disclaimers [About Wiley](index=2&type=section&id=ABOUT%20WILEY) Wiley is a global leader in research and learning, providing industry-leading content, services, platforms, and knowledge networks to various customers, aiming to unlock human potential for over two centuries - **Wiley is one of the world's largest publishers and a trusted leader in research and learning**[15](index=15&type=chunk) - **Offers industry-leading content, services, platforms, and knowledge networks tailored to researchers, students, instructors, professionals, institutions, and corporations**[15](index=15&type=chunk) - **Mission is to unlock human potential, transforming obstacles into opportunities**[15](index=15&type=chunk) [Earnings Conference Call](index=2&type=section&id=EARNINGS%20CONFERENCE%20CALL) Details for accessing Wiley's earnings conference call scheduled for June 17, 2025, at 10:00 am (ET) via webcast or dial-in - **Conference call scheduled for June 17, 2025, at 10:00 am (ET)**[14](index=14&type=chunk) - **Webcast accessible at investors.wiley.com or directly via the provided link**[14](index=14&type=chunk) - **Dial-in options available for U.S. and international callers with a specific participant code**[14](index=14&type=chunk) [Forward-Looking Statements](index=3&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section serves as a disclaimer, cautioning against undue reliance on forward-looking statements and outlining various factors that could cause actual results to differ materially from projections - **Forward-looking statements are subject to inherent uncertainties and contingencies, many beyond the Company's control**[20](index=20&type=chunk) - **Factors influencing actual results include investment in new technologies, subscriber renewal rates, financial stability of agents, market position of online retailers, economic conditions, intellectual property protection, integration of acquisitions, operating savings, and cyber risks**[20](index=20&type=chunk) - **The Company undertakes no obligation to update or revise forward-looking statements**[20](index=20&type=chunk) [Consolidated Financial Statements (US GAAP)](index=4&type=section&id=Consolidated%20Financial%20Statements%20(US%20GAAP)) This section presents Wiley's consolidated financial statements prepared in accordance with US GAAP, including statements of net income, financial position, and cash flows [Condensed Consolidated Statements of Net Income (Loss)](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20NET%20INCOME%20(LOSS)) The condensed consolidated statements of net income (loss) show Wiley's GAAP financial performance for the three months and full year ended April 30, 2025 and 2024, reflecting a significant improvement in net income and EPS in FY2025 compared to a net loss in FY2024 Condensed Consolidated Statements of Net Income (Loss) | Metric | Q4 FY2025 | Q4 FY2024 | Full Year FY2025 | Full Year FY2024 | | :-------------------------------- | :-------- | :-------- | :--------------- | :--------------- | | Revenue, net | $442,579 | $468,461 | $1,677,609 | $1,872,987 | | Operating income | $76,472 | $68,782 | $221,409 | $52,261 | | Net income (loss) | $68,093 | $25,265 | $84,161 | $(200,319) | | Diluted EPS | $1.25 | $0.46 | $1.53 | $(3.65) | - **Operating income as a percentage of revenue increased from 14.7% to 17.3% in Q4 and from 2.8% to 13.2% for the full year**[22](index=22&type=chunk) - **Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale significantly decreased from $183.4 million in FY2024 to $23.3 million in FY2025**[22](index=22&type=chunk)[24](index=24&type=chunk) [Condensed Consolidated Statements of Financial Position](index=16&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20FINANCIAL%20POSITION) The condensed consolidated statements of financial position show a slight decrease in total assets and liabilities, while shareholders' equity increased, indicating a stable financial structure as of April 30, 2025 Condensed Consolidated Statements of Financial Position | Metric | April 30, 2025 | April 30, 2024 | | :-------------------------- | :------------- | :------------- | | Total assets | $2,691,466 | $2,725,495 | | Total liabilities | $1,939,260 | $1,985,779 | | Shareholders' equity | $752,206 | $739,716 | - **Current assets held-for-sale and non-current assets held-for-sale were reduced to zero in FY2025**, **reflecting the completion of divestitures**[54](index=54&type=chunk) - **Goodwill increased slightly to $1,121,505 thousand in FY2025 from $1,091,368 thousand in FY2024**[54](index=54&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=17&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) The condensed consolidated statements of cash flows indicate a slight decrease in net cash provided by operating activities, while net cash used in investing and financing activities also saw changes, with Free Cash Flow increasing due to lower capital expenditures Condensed Consolidated Statements of Cash Flows | Metric | Full Year FY2025 | Full Year FY2024 | | :-------------------------------- | :--------------- | :--------------- | | Net cash provided by operating activities | $202,591 | $207,638 | | Net cash used in investing activities | $(94,018) | $(106,643) | | Net cash used in financing activities | $(125,330) | $(107,221) | | Free cash flow less product development spending | $125,890 | $114,296 | - **Net cash provided by operating activities decreased primarily due to spend on cloud-based solutions related to enterprise modernization**[17](index=17&type=chunk) - **Free Cash Flow increased by 10% to $126 million**, **primarily driven by lower capital expenditures**[17](index=17&type=chunk) [Non-GAAP Financial Measures & Reconciliations](index=2&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) This section explains Wiley's use of non-GAAP financial measures and provides detailed reconciliations to their US GAAP equivalents, offering a clearer view of underlying business performance [Explanation of Usage of Non-GAAP Performance Measures](index=2&type=section&id=EXPLANATION%20OF%20USAGE%20OF%20NON-GAAP%20PERFORMANCE%20MEASURES) Wiley utilizes non-GAAP financial measures to provide a clearer view of underlying business performance and trends, excluding certain items like restructuring charges and divestiture impacts, for internal evaluation, forecasting, and investor analysis - **Non-GAAP measures are used as supplemental indicators for operating performance, financial position, internal reporting, forecasting, and incentive compensation**[59](index=59&type=chunk) - **These measures provide useful information for operational trends and comparisons over time by excluding items not considered controllable activities**[60](index=60&type=chunk) - **Non-GAAP measures do not have standardized meanings under US GAAP and should not be viewed as alternatives to GAAP results**[64](index=64&type=chunk) - **Key non-GAAP measures include Adjusted EPS, Free Cash Flow less Product Development Spending, Adjusted Revenue, Adjusted Operating Income, Adjusted EBITDA, and results on a constant currency basis**[65](index=65&type=chunk) [Reconciliation of US GAAP Measures to Non-GAAP Measures](index=6&type=section&id=RECONCILIATION%20OF%20US%20GAAP%20MEASURES%20to%20NON-GAAP%20MEASURES) This section provides detailed reconciliations from US GAAP financial measures to their non-GAAP adjusted counterparts, illustrating the impact of specific adjustments such as restructuring charges, amortization of acquired intangibles, and gains/losses on divestitures [Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS](index=6&type=section&id=Reconciliation%20of%20US%20GAAP%20Earnings%20(Loss)%20per%20Share%20to%20Non-GAAP%20Adjusted%20EPS) Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS | Metric | Q4 FY2025 | Q4 FY2024 | Full Year FY2025 | Full Year FY2024 | | :------------------------------------------------ | :-------- | :-------- | :--------------- | :--------------- | | US GAAP Earnings (Loss) Per Share - Diluted | $1.25 | $0.46 | $1.53 | $(3.65) | | Adjustments (total) | $0.12 | $0.75 | $2.11 | $6.43 | | Non-GAAP Adjusted Earnings Per Share - Diluted | $1.37 | $1.21 | $3.64 | $2.78 | [Reconciliation of US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes](index=6&type=section&id=Reconciliation%20of%20US%20GAAP%20Income%20(Loss)%20Before%20Taxes%20to%20Non-GAAP%20Adjusted%20Income%20Before%20Taxes) Reconciliation of US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes | Metric | Q4 FY2025 | Q4 FY2024 | Full Year FY2025 | Full Year FY2024 | | :------------------------------------------------ | :-------- | :-------- | :--------------- | :--------------- | | US GAAP Income (Loss) Before Taxes | $52,265 | $54,002 | $142,878 | $(187,047) | | Pretax Impact of Adjustments (total) | $38,978 | $26,380 | $109,933 | $383,996 | | Non-GAAP Adjusted Income Before Taxes | $91,243 | $80,382 | $252,811 | $196,948 | [Reconciliation of US GAAP Income Tax to Non-GAAP Adjusted Income Tax](index=6&type=section&id=Reconciliation%20of%20US%20GAAP%20Income%20Tax%20(Benefit)%20Provision%20to%20Non-GAAP%20Adjusted%20Income%20Tax%20Provision,%20including%20our%20US%20GAAP%20Effective%20Tax%20Rate%20and%20our%20Non-GAAP%20Adjusted%20Effective%20Tax%20Rate) Reconciliation of US GAAP Income Tax to Non-GAAP Adjusted Income Tax | Metric | Q4 FY2025 | Q4 FY2024 | Full Year FY2025 | Full Year FY2024 | | :------------------------------------------------ | :-------- | :-------- | :--------------- | :--------------- | | US GAAP Income Tax (Benefit) Provision | $(15,828) | $28,737 | $58,717 | $13,272 | | Non-GAAP Adjusted Income Tax Provision | $16,470 | $13,673 | $53,115 | $42,115 | | US GAAP Effective Tax Rate | -30.3% | 53.2% | 41.1% | -7.1% | | Non-GAAP Adjusted Effective Tax Rate | 18.1% | 17.0% | 21.0% | 21.4% | [Reconciliation of US GAAP Net Income (Loss) to Non-GAAP EBITDA and Adjusted EBITDA](index=9&type=section&id=RECONCILIATION%20OF%20US%20GAAP%20NET%20INCOME%20(LOSS)%20TO%20NON-GAAP%20EBITDA%20AND%20ADJUSTED%20EBITDA) This reconciliation details the adjustments from US GAAP Net Income (Loss) to Non-GAAP EBITDA and Adjusted EBITDA, highlighting the impact of non-operating and non-cash items on profitability metrics Reconciliation of US GAAP Net Income (Loss) to Non-GAAP EBITDA and Adjusted EBITDA | Metric | Q4 FY2025 | Q4 FY2024 | Full Year FY2025 | Full Year FY2024 | | :------------------------------------------------ | :-------- | :-------- | :--------------- | :--------------- | | Net Income (Loss) | $68,093 | $25,265 | $84,161 | $(200,319) | | Non-GAAP EBITDA | $100,216 | $113,026 | $342,551 | $38,945 | | Non-GAAP Adjusted EBITDA | $125,643 | $124,994 | $397,674 | $368,592 | | Adjusted EBITDA Margin | 28.4% | 28.3% | 24.0% | 22.8% | [Segment Results (Non-GAAP Adjusted)](index=10&type=section&id=SEGMENT%20RESULTS) This section presents detailed segment-level financial performance using non-GAAP adjusted metrics for both the fourth quarter and the full fiscal year, providing insights into the operational profitability of Research, Learning, and the impact of Corporate Expenses and divested businesses [Q4 Segment Results (Non-GAAP Adjusted)](index=11&type=section&id=Q4%20Segment%20Results%20(Non-GAAP%20Adjusted)) Q4 Segment Results (Non-GAAP Adjusted) | Segment | Revenue, net (FY2025) | Revenue, net (FY2024) | Adj. EBITDA (FY2025) | Adj. EBITDA (FY2024) | Adj. EBITDA Margin (FY2025) | | :------------------ | :-------------------- | :-------------------- | :------------------- | :------------------- | :-------------------------- | | Research | $280,721 | $271,032 | $97,471 | $93,795 | 34.7% | | Learning | $161,858 | $170,145 | $69,663 | $74,040 | 43.0% | | Held for Sale or Sold | $0 | $27,284 | $0 | $2,409 | 0.0% | | Corporate Expenses | | | $(41,491) | $(42,841) | | | Consolidated Adjusted | $442,579 | $441,177 | $125,643 | $124,994 | 28.4% | [Full Year Segment Results (Non-GAAP Adjusted)](index=14&type=section&id=Full%20Year%20Segment%20Results%20(Non-GAAP%20Adjusted)) Full Year Segment Results (Non-GAAP Adjusted) | Segment | Revenue, net (FY2025) | Revenue, net (FY2024) | Adj. EBITDA (FY2025) | Adj. EBITDA (FY2024) | Adj. EBITDA Margin (FY2025) | | :------------------ | :-------------------- | :-------------------- | :------------------- | :------------------- | :-------------------------- | | Research | $1,075,459 | $1,042,705 | $344,882 | $331,185 | 32.1% | | Learning | $584,768 | $574,739 | $218,750 | $200,429 | 37.4% | | Held for Sale or Sold | $17,382 | $255,543 | $(3,578) | $32,148 | -20.6% | | Corporate Expenses | | | $(165,958) | $(163,022) | | | Consolidated Adjusted | $1,660,227 | $1,617,444 | $397,674 | $368,592 | 24.0% | [Notes to Financial Statements and Reconciliations](index=5&type=section&id=Notes%20to%20Financial%20Statements%20and%20Reconciliations) These notes provide crucial context and detailed explanations for specific line items and adjustments within the financial statements and non-GAAP reconciliations, particularly concerning divestitures, goodwill impairment, and tax impacts - **Detailed breakdown of net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale, including specific figures for Wiley Edge, University Services, and CrossKnowledge**[24](index=24&type=chunk)[39](index=39&type=chunk) - **Explanation of goodwill impairment charges recorded in fiscal year 2024 due to segment reorganization, totaling $108.4 million**[28](index=28&type=chunk) - **Clarification on the amortization of acquired intangible assets, including developed technology, customer relationships, and tradenames**[38](index=38&type=chunk) - **Details on income tax adjustments, including the impact of valuation allowances on deferred tax assets and changes in US state tax rates**[42](index=42&type=chunk)

Revenue Performance - For the three months ended January 31, 2025, revenue decreased by $56.1 million, or 12%, compared to the prior year, with Adjusted Revenue increasing by 1% on a constant currency basis [163][164]. - Revenue for the nine months ended January 31, 2025, decreased by $169.5 million, or 12%, compared to the prior year [216]. - 83% of the company's revenue for the year ended April 30, 2024, was generated by digital products and services, with 48% of revenue being recurring [158]. - The total Learning Revenue for the three months ended January 31, 2025 decreased by 6% to $137.08 million compared to the prior year [206]. - Revenue for Held for Sale or Sold decreased by $210.9 million, or 92%, compared to the prior year, primarily due to the sale of the University Services, Wiley Edge, and CrossKnowledge businesses [262]. Cost and Expenses - The cost of sales for the same period was $104.2 million, a decrease of $39.4 million, or 27%, primarily due to the sale of University Services and lower costs related to Wiley Edge [167]. - Operating and administrative expenses decreased by $23.4 million, or 9%, primarily due to lower employee-related costs [169]. - Cost of sales for the nine months ended January 31, 2025, decreased by $135.9 million, or 30%, compared to the prior year [220]. - Operating and administrative expenses for the nine months ended January 31, 2025, decreased by $43.8 million, or 6%, compared to the prior year [222]. Profitability and Income - Operating income for the three months ended January 31, 2025, was $51.8 million, a significant increase from the prior year operating loss of $46.4 million [181]. - Adjusted Operating Income for the Research segment increased by 15% to $65.67 million for the three months ended January 31, 2025 [202]. - Adjusted Operating Income for the nine months ended January 31, 2025, was $161.6 million, an increase of 38% compared to the prior year [221]. - Adjusted EBITDA for the same period was $93.9 million, reflecting a 4% increase compared to the prior year [185]. - Adjusted EBITDA for the nine months ended January 31, 2025, increased by 12% compared to the prior year, primarily due to an increase in Adjusted Revenue [235]. Impairments and Losses - The company recorded a goodwill impairment of $81.7 million in the prior year, which impacted the current operating results positively [171][181]. - The total pretax loss on the sale of Wiley Edge was $34.2 million, with a net loss of $15.6 million recognized in the three months ended January 31, 2025 [191]. - The company recorded a goodwill impairment of $108.4 million for the nine months ended January 31, 2024 [224]. - For the nine months ended January 31, 2025, the net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale was $9.76 million, a significant improvement from a loss of $179.75 million in the same period of 2024 [242]. Taxation - The US GAAP effective tax rate for the three months ended January 31, 2025 was 222.9%, compared to (1.4)% for the same period in 2024, primarily due to US ordinary losses with no tax benefit recognized [198]. - The Non-GAAP Adjusted Effective Tax Rate was 21.6% for the three months ended January 31, 2025, down from 25.5% in the same period of 2024 [199]. - The US GAAP effective tax rate for the nine months ended January 31, 2025, was 82.3%, significantly higher than 6.4% for the same period in 2024, primarily due to ordinary losses with no tax benefit recognized [251]. - The Non-GAAP Adjusted Effective Tax Rate was 22.7% for the nine months ended January 31, 2025, down from 24.4% in the prior year, primarily due to the mix of income and a discrete item related to the release of a tax reserve [252]. Cash Flow and Debt - As of January 31, 2025, the company had cash and cash equivalents of $104.5 million, with approximately all located outside the US [268]. - The company had approximately $887.2 million of debt outstanding as of January 31, 2025, with $415.6 million of unused borrowing capacity under its credit facilities [270]. - Net cash provided by operating activities increased to $52.3 million for the nine months ended January 31, 2025, compared to $24.4 million for the same period in 2024 [272]. - Free cash flow less product development spending was $(1.15) million for the nine months ended January 31, 2025, an improvement from $(45.25) million in the prior year [274]. - Net cash used in investing activities decreased to $69.7 million for the nine months ended January 31, 2025, compared to $78.5 million in the prior year [280]. Foreign Currency and Translation - The company recorded foreign currency translation losses of approximately $(32.2) million during the three months ended January 31, 2025, primarily due to fluctuations in the US dollar relative to the British pound sterling [290]. - Foreign currency translation losses for the three months ended January 31, 2025, were approximately $(32.2) million, primarily due to fluctuations against the British pound sterling [290]. - During the nine months ended January 31, 2025, foreign currency translation gains were approximately $10.7 million, mainly from fluctuations against the euro [290]. Other Financial Metrics - Diluted loss per share for the three months ended January 31, 2025 was $(0.43), an improvement from $(2.08) per share in the same period of 2024 [200]. - Diluted earnings per share for the nine months ended January 31, 2025, was $0.29, a recovery from a loss per share of $(4.10) in the prior year [253]. - Subscription agents account for approximately 16% of total annual consolidated revenue, with no single group exceeding 10% [295]. - The top 10 book customers represent about 13% of total consolidated revenue and approximately 34% of accounts receivable as of January 31, 2025 [296]. - A one percent change in the estimated sales return rate could impact net income by approximately $0.9 million [294].

Revenue Performance - Third quarter reported revenue was $405 million, down from $461 million due to divested businesses; Adjusted Revenue (excluding divestitures) increased by 1.2% at constant currency[5]. - Year-to-date reported revenue reached $1,235 million, compared to $1,405 million; Adjusted Revenue (excluding divestitures) rose by 3.5% at constant currency[5]. - Research revenue for the third quarter was $268 million, up 4% as reported and 5% at constant currency, driven by growth in open access, solutions, and AI licensing[6]. - Total revenue for the three months ended January 31, 2025, was $404.626 million, a decrease of 12% compared to $460.705 million in the same period of 2024[39]. - Research Publishing revenue for the three months ended January 31, 2025, was $225.874 million, up 4% from $216.586 million in 2024[39]. - Learning segment revenue for the nine months ended January 31, 2025, was $422.910 million, reflecting a 5% increase from $404.594 million in 2024[43]. Profitability Metrics - Adjusted EBITDA for the third quarter was $88 million, an increase of 11% as reported and 12% at constant currency, with a margin rise to 32.7%[6]. - Adjusted EPS for the third quarter was $0.84, up 39% at constant currency due to higher adjusted operating income and a lower effective tax rate[11]. - Non-GAAP Adjusted EBITDA for the nine months ended January 31, 2025, was $272.031 million, an increase of 12% from $243.598 million in the same period of 2024[43]. - Non-GAAP Adjusted Operating Income for the three months ended January 31, 2025, was $57.405 million, a 25% increase from $46.033 million in the same period of 2024[39]. - Adjusted EBITDA margin for the three months ended January 31, 2025, improved to 23.2%, compared to 22.7% in the same period of 2024[39]. Cash Flow and Operations - Cash from Operations increased by 115% to $52 million year-to-date, with Free Cash Flow up $44 million to a use of $1 million[11]. - Net cash provided by operating activities increased to $52,250, up from $24,352 year-over-year, marking a growth of approximately 114%[48]. - Free cash flow less product development spending was $(1,151) for the nine months ended January 31, 2025, compared to $(45,247) in 2024, indicating a substantial improvement[49]. - The company reported a net cash used in investing activities of $(69,694), compared to $(78,493) in the previous year, showing a decrease of about 11%[48]. Debt and Financial Position - Net Debt-to-EBITDA ratio was 2.0, compared to 1.9 in the prior year period[11]. - Long-term debt increased to $877,205 from $767,096, reflecting a rise of approximately 14.4%[45]. - As of January 31, 2025, total assets decreased to $2,599,852, down from $2,725,495 as of April 30, 2024, representing a decline of approximately 4.6%[45]. - Current liabilities decreased to $717,258 from $873,282, a reduction of about 18%[45]. - Total current assets decreased to $394,764 from $454,042, a decline of about 13%[45]. - Cash and cash equivalents at the end of the period were $104,560, slightly down from $108,907[48]. Losses and Impairments - The company recognized a net loss of $15.6 million for Wiley Edge in the three months ended January 31, 2025, primarily due to changes in fair value[20]. - In fiscal year 2024, the company recorded pretax noncash goodwill impairments totaling $108.4 million, including $81.7 million related to Wiley Edge[22]. - For the three months ended January 31, 2025, John Wiley & Sons reported a net loss of $22.954 million, compared to a net loss of $113.875 million for the same period in 2024[35]. - The net pretax loss on the sale of businesses, assets, and impairment charges related to assets held-for-sale for the three months ended January 31, 2025, was $15.9 million[32]. Future Outlook - The company reaffirmed its Fiscal 2025 outlook for Adjusted Revenue between $1,650 million and $1,690 million, and Adjusted EBITDA between $385 million and $410 million[7]. - Fiscal 2026 margin target has been raised to over 25% from a previous range of 24-25%[12]. - The company has not provided a 2025 outlook for the most directly comparable US GAAP financial measures due to high variability and complexity[56]. Restructuring and Charges - The company reported restructuring and related charges of $5.6 million for the three months ended January 31, 2025[26]. - The company incurred restructuring charges of $5.574 million for the three months ended January 31, 2025, down 62% from $14.808 million in the same period of 2024[39].

Revenue Performance - Revenue for the three months ended October 31, 2024, decreased by $66.2 million, or 13%, compared to the prior year, with a 14% decrease on a constant currency basis [239]. - 48% of revenue for the year ended April 30, 2024, was recurring, indicating a high degree of revenue certainty [235]. - 83% of the company's revenue for the year ended April 30, 2024, was generated by digital products and services, highlighting a strong digital focus [235]. Cost and Expenses - Cost of sales for the same period was $107.0 million, a decrease of $48.6 million, or 31%, compared to the prior year, with a 32% decrease on a constant currency basis [242]. - The company anticipates ongoing severance-related charges and facility-related costs associated with its global restructuring program, leading to additional restructuring charges in future periods [246]. Debt and Interest Rates - The weighted average interest rates on total debt outstanding during the three months ended October 31, 2024, were 6.09%, up from 5.61% in the same period of the previous year [248]. - A hypothetical one percent change in interest rates for the $461.5 million of unhedged variable rate debt as of October 31, 2024, would affect net income and cash flow by approximately $3.5 million [465]. Share Repurchase - Shares repurchased in the three months ended October 31, 2024, included 261 Class A shares at an average price of $47.76, compared to 367 shares at $33.97 in the prior year [254]. Currency and Foreign Exchange - As of October 31, 2024, the company did not maintain any open foreign currency forward contracts, indicating a potential reduction in currency risk exposure [253]. - Foreign currency translation gains for the three and six months ended October 31, 2024, were approximately $27.9 million and $42.9 million, respectively, compared to losses of $(33.9) million and $(22.7) million for the same periods in 2023 [467]. Inventory and Liabilities - The estimated allowance for print book sales returns is based on historical return patterns and current market trends, impacting inventory and accrued royalties [469]. - As of October 31, 2024, the net increase in inventories was $7,839,000, while accrued royalties decreased by $(3,112,000) [470]. - Contract liabilities increased to $25,393,000 as of October 31, 2024, remaining unchanged from April 30, 2024 [470]. - The print book sales return reserve net liability balance was $(14,442,000) as of October 31, 2024, slightly decreasing from $(14,448,000) on April 30, 2024 [470]. Strategic Focus - The company’s strategies include expanding digital content and managing print revenue declines while driving growth in digital lines of business [237].