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 ~~January~~July 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____ to _____

Commission File No. 001-11507

JOHN WILEY & SONS, INC.

(Exact name of Registrant as specified in its charter)


New York						13-5593032
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

111 River Street, Hoboken, New Jersey						07030
(Address of principal executive offices)						Zip Code


			(201) 748-6000
			Registrant’s telephone number, including area code


			Not Applicable
			Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $1.00 per share

WLY

New York Stock Exchange

Class B Common Stock, par value $1.00 per share

WLYB

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer x			Accelerated filer o
Non-accelerated filer o			Smaller reporting company o
			Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of each of the Registrant’s classes of common stock as of ~~February~~August 2831, 2025 were:

Class A, par value $1.00 – 44,~~892~~434,~~855~~726

Class B, par value $1.00 – 8,~~958~~767,~~212~~793

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Condensed Consolidated Statements of Financial Position – Unaudited as of January 31, 2025 and as of April 30, 2024	5
	Condensed Consolidated Statements of Net (Loss) Income – Unaudited for the three and nine months ended January 31, 2025 and 2024	6
	Condensed Consolidated Statements of Comprehensive (Loss) Income – Unaudited for the three and nine months ended January 31, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows – Unaudited for the nine months ended January 31, 2025 and 2024	8
	Condensed Consolidated Statements of Shareholders' Equity – Unaudited for the three and nine months ended January 31, 2025 and 2024	9
	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1. Basis of Presentation	10
	Note 2. Recent Accounting Standards	10
	Note 3. Divestitures	12
	Note 4. Revenue Recognition, Contracts with Customers	16
	Note 5. Operating Leases	20
	Note 6. Stock-Based Compensation	22
	Note 7. Accumulated Other Comprehensive Loss	24
	Note 8. Reconciliation of Weighted Average Shares Outstanding	25
	Note 9. Restructuring and Related Charges	26
	Note 10. Segment Information	28
	Note 11. Inventories	29
	Note 12. Goodwill and Intangible Assets	30
	Note 13. Income Taxes	32
	Note 14. Retirement Plans	32
	Note 15. Debt and Available Credit Facilities	33
	Note 16. Derivative Instruments and Hedging Activities	34
	Note 17. Capital Stock and Changes in Capital Accounts	35
	Note 18. Commitments and Contingencies	36
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	62
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 5.	Other Information	63
Item 6.	Exhibits	64
SIGNATURES		65

INDEX


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	5

	Condensed Consolidated Statements of Financial Position – Unaudited as of J uly 31, 2025 and as of April 30, 202 5	5

	Condensed Consolidated Statements of Net Income (Loss) – Unaudited for the three m onths ended J ul y 31, 2025 and 2024	6

	Condensed Consolidated Statements of Comprehensive Income – Unaudited for the three months ended J uly 31, 2025 and 2024	7

	Condensed Consolidated Statements of Cash Flows – Unaudited for the three months ended J uly 31, 2025 and 2024	8

	Condensed Consolidated Statements of Shareholders' Equity – Unaudited for the three months ended J uly 31, 2025 and 2024	9

	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1. Basis of Presentation	10
	Note 2. Recent Accounting Standards	11
	Note 3. Divestitures	12
	Note 4. Revenue Recognition, Contracts with Customers	13
	Note 5. Operating Leases	17
	Note 6. Stock-Based Compensation	19
	Note 7. Accumulated Other Comprehensive Loss	20
	Note 8. Reconciliation of Weighted Average Shares Outstanding	21
	Note 9. Restructuring and Related Charges	22
	Note 10. Segment Information	24
	Note 11. Inventories	26
	Note 12. Goodwill and Intangible Assets	26
	Note 13. Income Taxes	27
	Note 14. Retirement Plans	27
	Note 15. Debt and Available Credit Facilities	28
	Note 16. Derivative Instruments and Hedging Activities	29
	Note 17. Capital Stock and Changes in Capital Accounts	30
	Note 18. Commitments and Contingencies	32
	N ote 19. Subsequent Event	32

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47

Item 4.	Controls and Procedures	48

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 5.	Other Information	49

Item 6.	Exhibits	50

SIGNATURES		51

INDEX

Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition, and results of operations. The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will,” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Examples of forward-looking statements include, among others, anticipated restructuring charges and savings, operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those described in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for our journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of our educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) our ability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year ~~2025~~2026 in connection with our multiyear Global Restructuring Program and completed dispositions; (xi) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; (xiii) our ability to leverage artificial intelligence technologies in our products and services, including generative artificial intelligence, large language models, machine learning, and other artificial intelligence tools; and (xiv) other factors detailed from time to time in our filings with the SEC. We undertake no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

Please refer to Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K and as revised and updated by our Quarterly Reports on Form 10-Q for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures:

We present financial information that conforms to Generally Accepted Accounting Principles in the United States of America (US GAAP). We also present financial information that does not conform to US GAAP, which we refer to as non-GAAP.

In this report, we may present the following non-GAAP performance measures:

•Adjusted Earnings Per Share (Adjusted EPS);

•Free Cash Flow less Product Development Spending;

•Adjusted Revenue;

•Adjusted Operating Income and margin;

•Adjusted Income Before Taxes;

•Adjusted Income Tax Provision;

•Adjusted Effective Tax Rate;

•EBITDA (earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA and margin; and

•Organic revenue; and

•Results on a constant currency basis.

INDEX

Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate our performance and calculate incentive compensation. We present these non-GAAP performance measures in addition to US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.

The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Operating Income. We present both Adjusted Operating Income and Adjusted EBITDA for each of our reportable segments as we believe Adjusted EBITDA provides additional useful information to certain investors and financial analysts for operational trends and comparisons over time. It removes the impact of depreciation and amortization expense, as well as presents a consistent basis to evaluate operating profitability and compare our financial performance to that of our peer companies and competitors.

For example:

•Adjusted EPS, Adjusted Revenue, Adjusted Operating Income and margin, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, EBITDA, and Adjusted EBITDA and margin, ~~and organic revenue (excluding acquisitions)~~ provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.

•Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common stock dividends, and fund share repurchases and acquisitions.

•Results on a constant currency basis remove distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance excluding the impact of foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.

In addition, we have historically provided these or similar non-GAAP performance measures and understand that some investors and financial analysts find this information helpful in analyzing our operating margins and net income, and in comparing our financial performance to that of our peer companies and competitors. Based on interactions with investors, we also believe that our non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financial results, and that there is no confusion regarding the adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures.

Non-GAAP performance measures do not have standardized meanings prescribed by US GAAP and therefore may not be comparable to the calculation of similar measures used by other companies and should not be viewed as alternatives to measures of financial results under US GAAP. The adjusted metrics have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titled US GAAP information and is not an indicator of our performance under US GAAP. Non-GAAP financial metrics that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-GAAP measures.

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION – UNAUDITED

In thousands

	January 31, 2025		April 30, 2024
	July 31, 2025		April 30, 2025
Assets:
Current assets
Cash and cash equivalents	$	~~104~~81,~~510~~850	$	8385,~~249~~882
Accounts receivable, net of allowance for credit losses of $15.1 million and $17.3 million, respectively	184,672		224,198
Accounts receivable, net of allowance for credit losses of $11.6 million and $13.2 million, respectively	220,317		228,410
Inventories, net	2521,~~305~~951		2622,~~219~~875
Prepaid expenses and other current assets	8096,~~277~~177		85102,~~954~~717
Current assets held-for-sale	—		34,422
Total current assets	420,295		439,884
Total current assets	394,764		454,042
Technology, property and equipment, net	152,430		162,125
Technology, property and equipment, net	164,502		192,438
Intangible assets, net	580,331		595,044
Intangible assets, net	572,123		615,694
Goodwill	1,117,827		1,121,505
Goodwill	1,079,175		1,091,368
Operating lease right-of-use assets	63,626		66,128
Operating lease right-of-use assets	66,947		69,074
Other non-current assets	189,823		306,780
Other non-current assets	322,341		283,719
Total assets	$	2,524,332	$	2,691,466
Non-current assets held-for-sale	—		19,160
Total assets	$	2,599,852	$	2,725,495
Liabilities and shareholders' equity:
Current liabilities
Accounts payable	$	5336,~~220~~384	$	5560,~~659~~948
Accrued royalties	~~156~~112,~~271~~535		97109,~~173~~765
Short-term portion of long-term debt	10,000		710,~~500~~000
Contract liabilities	~~313~~361,~~278~~677		~~483~~462,~~778~~693
Accrued employment costs	7444,~~307~~706		9693,~~980~~117
Short-term portion of operating lease liabilities	17,~~969~~512		18,~~294~~282
Other accrued liabilities	9266,~~213~~029		7666,~~266~~051
Current liabilities held-for-sale	—		37,632
Total current liabilities	648,843		820,856
Total current liabilities	717,258		873,282
Long-term debt	818,272		789,435
Long-term debt	877,205		767,096
Accrued pension liability	71,954		71,899
Accrued pension liability	69,647		70,832
Deferred income tax liabilities	104,105		105,145
Deferred income tax liabilities	94,567		97,186
Operating lease liabilities	78,200		81,482
Operating lease liabilities	83,602		94,386
Other long-term liabilities	69,899		70,443
Other long-term liabilities	72,329		71,760
Total liabilities	1,791,273		1,939,260
Long-term liabilities held-for-sale	—		11,237
Total liabilities	1,914,608		1,985,779
Commitments and contingencies (Note 18)
Shareholders’ equity
Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0	—		—
Class A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,289 and 70,259 as of January 31, 2025 and April 30, 2024, respectively	70,289		70,259
Class A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,312 and 70,312 as of July 31, 2025 and April 30, 2025, respectively	70,312		70,312
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,893 and 12,923 as of January 31, 2025 and April 30, 2024, respectively	12,893		12,923
Class B convertible common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,870 and 12,870 as of July 31, 2025 and April 30, 2025, respectively	12,870		12,870
Additional paid-in-capital	~~482~~479,~~367~~827		~~474~~481,~~406~~863
Retained earnings	1,~~541~~583,~~990~~824		1,~~583~~591,~~348~~168
Accumulated other comprehensive loss, net of tax	(~~519~~478,~~399~~407)		(~~528~~478,~~439~~920)
Less treasury shares at cost (Class A – 25,403 and 24,828 as of January 31, 2025 and April 30, 2024, respectively; Class B – 3,930 and 3,928 as of January 31, 2025 and April 30, 2024, respectively)	(902,896)		(872,781)
Less treasury shares at cost (Class A – 25,851 and 25,687 as of July 31, 2025 and April 30, 2025, respectively; Class B – 4,102 and 4,101 as of July 31, 2025 and April 30, 2025, respectively)	(935,367)		(925,087)
Total shareholders’ equity	~~685~~733,~~244~~059		~~739~~752,~~716~~206
Total liabilities and shareholders' equity	$	2,~~599~~524,~~852~~332	$	2,~~725~~691,~~495~~466

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME (LOSS) ~~INCOME~~ – UNAUDITED

Dollars in thousands except per share information

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
Revenue, net	$	~~404~~396,~~626~~800	$	~~460~~403,~~705~~809	$	~~1,235,030~~	$	~~1,404,526~~
Costs and expenses:
Cost of sales	~~104~~109,~~219~~259		~~143~~109,~~662~~220		~~320,439~~		~~456,377~~
Operating and administrative expenses	~~229~~240,~~960~~330		~~253~~248,~~375~~819		~~717,670~~		~~761,458~~
Impairment of goodwill	—		81,754		—		108,449
Restructuring and related charges	3,038		3,870
Restructuring and related charges	5,574		14,808		13,071		52,033
Amortization of intangible assets	13,210		12,927
Amortization of intangible assets	13,042		13,517		38,913		42,730
Total costs and expenses	365,837		374,836
Total costs and expenses	352,795		507,116		1,090,093		1,421,047
Operating income	30,963		28,973
Operating income (loss)	51,831		(46,411)		144,937		(16,521)
Interest expense	(11,042)		(12,787)
Interest expense	(14,027)		(13,321)		(41,277)		(37,592)
Net foreign exchange transaction (losses) gains	(971)		234
Net foreign exchange transaction (losses) gains	(4,222)		488		(7,316)		(3,489)
Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale	(1,116)		5,801
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	(15,930)		(52,404)		(9,760)		(179,747)
Other (expense) income, net	(127)		782
Other income (expense), net	1,021		(648)		4,029		(3,700)
Income before taxes	17,707		23,003
Income (loss) before taxes	18,673		(112,296)		90,613		(241,049)
Provision for income taxes	6,007		24,439
Provision (benefit) for income taxes	41,627		1,579		74,545		(15,465)
Net income (loss)	$	11,700	$	(1,436)
Net (loss) income	$	(22,954)	$	(113,875)	$	16,068	$	(225,584)
Earnings (loss) per share
(Loss) earnings per share
Basic	$	0.22	$	(0.03)
Basic	$	(0.43)	$	(2.08)	$	0.30	$	(4.10)
Diluted	$	0.22	$	(0.03)
Diluted	$	(0.43)	$	(2.08)	$	0.29	$	(4.10)
Weighted average number of common shares outstanding
Weighted average number of common shares outstanding
Basic	53,377		54,377
Basic	53,952		54,812		54,173		55,061
Diluted	53,966		54,377
Diluted	53,952		54,812		54,815		55,061

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~(LOSS)~~ INCOME – UNAUDITED

Dollars in thousands

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
Net (loss) income	$	(22,954)	$	(113,875)	$	16,068	$	(225,584)
Net income (loss)	$	11,700	$	(1,436)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(325,~~225~~852)		2514,~~116~~963		~~10,682~~		~~2,425~~
Unamortized retirement costs, net of tax (expense) benefit of $(1,833) $1,264, $(1,667), and $(1,148), respectively	8,230		(5,054)		6,584		3,103
Unamortized retirement costs, net of tax (expense) benefit of $(107) and $629, respectively	4,224		(2,040)
Unrealized gains (loss) on interest rate swaps, net of tax (expense) benefit of $(262), $1,603, $130 and $1,071, respectively	904		(4,854)		(8,226)		(3,388)
Unrealized gain (loss) on interest rate swaps, net of tax (expense) of $(706) and $0, respectively	2,141		(8,076)
Total other comprehensive (loss) income	(23,091)		15,208		9,040		2,140
Total other comprehensive income	513		4,847
Comprehensive (loss) income	$	(46,045)	$	(98,667)	$	25,108	$	(223,444)
Comprehensive income	$	12,213	$	3,411

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED

Dollars in thousands

	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
Operating activities
Net income (loss)	$	1611,~~068~~700	$	(~~225~~1,~~584~~436)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Impairment of goodwill	—		108,449
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	1,116		(5,801)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	9,760		179,747
Amortization of intangible assets	13,210		12,927
Amortization of intangible assets	38,913		42,730
Amortization of product development assets	3,792		4,476
Amortization of product development assets	12,669		17,894
Depreciation and amortization of technology, property and equipment	19,444		19,850
Depreciation and amortization of technology, property and equipment	58,863		68,752
Restructuring and related charges	3,038		3,870
Restructuring and related charges	13,071		52,033
Stock-based compensation expense	5,899		5,968
Stock-based compensation expense	17,162		19,065
Employee retirement plan expense	9,186		9,651
Employee retirement plan expense	24,824		26,260
Other noncash charges	1,151		881
Net foreign exchange transaction losses	7,316		3,489
Net change in operating assets and liabilities	(153,541)		(139,098)
Other noncash charges (credits)	4,895		(50,701)
Net cash used in operating activities	(85,005)		(88,712)
Net change in operating assets and liabilities	(151,291)		(217,782)
Net cash provided by operating activities	52,250		24,352
Investing activities
Product development spending	(112,~~054~~890)		(123,~~324~~351)
Additions to technology, property and equipment	(4212,~~347~~005)		(5714,~~275~~502)
Businesses acquired in purchase transactions, net of cash acquired	~~(915)~~—		(~~3,116~~915)
Net cash transferred related to the sale of businesses and assets	(11,239)		(1,237)
Net cash proceeds (transferred) related to the sale of businesses and assets	115,168		(6,387)
Acquisitions of publication rights and other	(41,~~139~~417)		(41,~~541)~~348
Net cash used in investing activities	(69,694)		(78,493)
Net cash provided by (used in) investing activities	98,856		(23,807)
Financing activities
Repayments of long-term debt	(~~932~~250,~~694~~290)		(~~741~~306,~~123~~231)
Borrowings of long-term debt	1280,~~047,013~~881		~~899~~449,~~804~~980
Purchases of treasury shares	(3513,~~421~~500)		(2912,~~000~~500)
Change in book overdrafts	6(10,~~550~~717)		(106,~~941~~723)
Cash dividends	(5718,~~243~~985)		(5719,~~869~~184)
Impact of tax withholding on stock-based compensation and other	(4,~~129~~313)		(53,~~517~~753)
Net cash provided by financing activities	24,076		55,354
Net cash (used in) provided by financing activities	(16,924)		101,589
Effects of exchange rate changes on cash, cash equivalents, and restricted cash	(~~1,615~~959)		~~432~~798
Cash reconciliation:
Cash and cash equivalents	9985,~~441~~882		~~106~~99,~~714~~441
Restricted cash included in Prepaid expenses and other current assets	~~102~~50		~~548~~102
Balance at beginning of period	9985,~~543~~932		~~107~~99,~~262~~543
Increase for the period	5,017		1,645
Decrease for the period	(4,032)		(10,132)
Cash and cash equivalents	~~104~~81,~~510~~850		~~108~~89,~~803~~361
Restricted cash included in Prepaid expenses and other current assets	50		~~104~~50
Balance at end of period	$	~~104~~81,~~560~~900	$	~~108~~89,~~907~~411
Cash paid during the period for:
Interest	$	4010,~~138~~595	$	3612,~~293~~313
Income taxes, net of refunds	$	4316,~~036~~193	$	389,~~522~~168

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – UNAUDITED

Dollars in thousands

	Class A common stock		Class B common stock		Additionalpaid-in capital		Retainedearnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Totalshareholders' equity
Balance at October 31, 2024	$	70,283	$	12,899	$	478,694	$	1,583,974	$	(496,308)	$	(894,287)	$	755,255
Balance at April 30, 2025	$	70,312	$	12,870	$	481,863	$	1,591,168	$	(478,920)	$	(925,087)	$	752,206
Restricted shares issued under stock-based compensation plans	—		—		(17,~~424~~974)		~~(1)~~—		—		18,~~490~~033		6559
Impact of tax withholding on stock-based compensation and other	—		—		~~(61)~~—		—		—		(994,313)		(~~160~~4,313)
Stock-based compensation expense	—		—		5,~~158~~938		—		—		—		5,~~158~~938
Purchases of treasury shares	—		—		—		—		—		(1014,000)		(1014,000)
Class A common stock dividends ($0.3525 per share)	—		—		—		(15,867)		—		—		(15,867)
Class A common stock dividends ($0.3550 per share)	—		—		—		(15,932)		—		—		(15,932)
Class B common stock dividends ($0.3525 per share)	—		—		—		(3,162)		—		—		(3,162)
Class B common stock dividends ($0.3550 per share)	—		—		—		(3,112)		—		—		(3,112)
Common stock class conversions	6—		~~(6)~~—		—		—		—		—		—
Comprehensive loss, net of tax	—		—		—		(22,954)		(23,091)		—		(46,045)
Comprehensive income, net of tax	—		—		—		11,700		513		—		12,213
Balance at January 31, 2025	$	70,289	$	12,893	$	482,367	$	1,541,990	$	(519,399)	$	(902,896)	$	685,244
Balance at July 31, 2025	$	70,312	$	12,870	$	479,827	$	1,583,824	$	(478,407)	$	(935,367)	$	733,059

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

	Class A common stock		Class B common stock		Additionalpaid-in capital		Retainedearnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Totalshareholders' equity
Balance at October 31, 2023	$	70,234	$	12,948	$	471,169	$	1,710,358	$	(541,970)	$	(855,463)	$	867,276
Balance at April 30, 2024	$	70,259	$	12,923	$	474,406	$	1,583,348	$	(528,439)	$	(872,781)	$	739,716
Restricted shares issued under stock-based compensation plans	—		—		(37,~~125~~208)		1—		—		37,~~207~~287		8379
Impact of tax withholding on stock-based compensation and other	—		—		—		—		—		(~~912~~3,753)		(~~912~~3,753)
Stock-based compensation expense	—		—		65,~~271~~966		—		—		—		65,~~271~~966
Purchases of treasury shares	—		—		—		—		—		(612,500)		(612,500)
Class A common stock dividends ($0.3500 per share)	—		—		—		(16,089)		—		—		(16,089)
Class A common stock dividends ($0.3525 per share)	—		—		—		(16,082)		—		—		(16,082)
Class B common stock dividends ($0.3500 per share)	—		—		—		(3,156)		—		—		(3,156)
Class B common stock dividends ($0.3525 per share)	—		—		—		(3,164)		—		—		(3,164)
Common stock class conversions	418		(418)		—		—		—		—		—
Comprehensive loss, net of tax	—		—		—		(113,875)		15,208		—		(98,667)
Comprehensive income, net of tax	—		—		—		(1,436)		4,847		—		3,411
Balance at January 31, 2024	$	70,238	$	12,944	$	474,315	$	1,577,239	$	(526,762)	$	(859,668)	$	748,306
Balance at July 31, 2024	$	70,277	$	12,905	$	473,164	$	1,562,666	$	(523,592)	$	(881,747)	$	713,673

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

	Class A common stock		Class B common stock		Additionalpaid-in capital		Retainedearnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Totalshareholders' equity
Balance at April 30, 2024	$	70,259	$	12,923	$	474,406	$	1,583,348	$	(528,439)	$	(872,781)	$	739,716
Restricted shares issued under stock-based compensation plans	—		—		(9,142)		(1)		—		9,374		231
Impact of tax withholding on stock-based compensation and other	—		—		(61)		—		—		(4,068)		(4,129)
Stock-based compensation expense	—		—		17,164		—		—		—		17,164
Purchases of treasury shares	—		—		—		—		—		(35,421)		(35,421)
Class A common stock dividends ($0.3525 per share)	—		—		—		(47,937)		—		—		(47,937)
Class B common stock dividends ($0.3525 per share)	—		—		—		(9,488)		—		—		(9,488)
Common stock class conversions	30		(30)		—		—		—		—		—
Comprehensive income, net of tax	—		—		—		16,068		9,040		—		25,108
Balance at January 31, 2025	$	70,289	$	12,893	$	482,367	$	1,541,990	$	(519,399)	$	(902,896)	$	685,244

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

	Class A common stock		Class B common stock		Additionalpaid-in capital		Retainedearnings		Accumulated other comprehensive loss, net of tax		Treasury stock		Totalshareholders' equity
Balance at April 30, 2023	$	70,231	$	12,951	$	469,802	$	1,860,872	$	(528,902)	$	(839,927)	$	1,045,027
Restricted shares issued under stock-based compensation plans	—		—		(14,550)		1		—		14,776		227
Impact of tax withholding on stock-based compensation and other	—		—		—		—		—		(5,517)		(5,517)
Stock-based compensation expense	—		—		19,063		—		—		—		19,063
Purchases of treasury shares	—		—		—		—		—		(29,000)		(29,000)
Class A common stock dividends ($0.3500 per share)	—		—		—		(48,577)		—		—		(48,577)
Class B common stock dividends ($0.3500 per share)	—		—		—		(9,473)		—		—		(9,473)
Common stock class conversions	7		(7)		—		—		—		—		—
Comprehensive loss, net of tax	—		—		—		(225,584)		2,140		—		(223,444)
Balance at January 31, 2024	$	70,238	$	12,944	$	474,315	$	1,577,239	$	(526,762)	$	(859,668)	$	748,306

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

INDEX

JOHN WILEY & SONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

Throughout this report, when we refer to “Wiley,” the “Company,” “we,” “our,” or “us,” we are referring to John Wiley & Sons, Inc. and all our subsidiaries, except where the context indicates otherwise.

Our Unaudited Condensed Consolidated Financial Statements include all the accounts of the Company and our subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the Unaudited Condensed Consolidated Financial Condition, Results of Operations, Comprehensive ~~(Loss)~~ Income and Cash Flows for the periods presented. The Condensed Consolidated Statement of Financial Position as of April 30, ~~2024~~2025 was derived from audited consolidated financial statements but does not include all disclosures from the annual financial statements. Operating results for the interim period are not necessarily indicative of the results expected for the full year. All amounts are presented in United States (US) dollars, unless otherwise specified. All amounts are in thousands, except per share amounts, and approximate due to rounding. These financial statements should be read in conjunction with the most recent audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025 as filed with the SEC on June 2625, ~~2024~~2025 (~~2024~~2025 Form 10-K).

Our Unaudited Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by US GAAP have been condensed or omitted. The preparation of our Unaudited Condensed Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year’s presentation.

INDEX

Note 2 — Recent Accounting Standards

Recently Adopted Accounting Standards

There were no recently adopted accounting standards which would have a material impact on our condensed consolidated financial statements.

Recently Issued Accounting Standards

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets." In developing reasonable and supportable forecasts as part of estimating expected credit losses on current accounts receivable and/or current contract assets, we can elect a practical expedient in accordance with this new ASU that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

This ASU is effective for us on May 1, 2026 and interim periods within the fiscal year. Early adoption is permitted. This ASU is applied prospectively if the practical expedient is elected. We are currently assessing the impact the practical expedient could have on our consolidated financial statements if elected.

Disaggregation of Income Statement Expenses

In November 2024 the ~~Financial Accounting Standards Board (~~FASB) issued ~~Accounting Standards Update (~~ASU) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses.” In January 2025, the FASB clarified the effective date of this guidance with the issuance of ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” This ASU requires disclosure about specific types of expenses included in expense captions including purchases of inventory, employee compensation, depreciation, amortization, and depletion. This ASU is effective for our annual disclosures starting fiscal year 2028 and interim periods starting in fiscal year 2029. Early adoption is permitted. A public entity should apply the amendments in this ASU on a prospective basis with the option to apply the standard retrospectively. ~~The~~We ~~Company~~are is currently ~~evaluating~~assessing ~~this~~the ~~ASU~~impact toof ~~determine~~the ~~its~~disclosure ~~impact~~requirements on ~~the~~our ~~Company's~~consolidated ~~disclosures.~~financial statements.

INDEX

Improvements to Income Tax Disclosures

In December 2023 the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” This ASU enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. This ASU is effective for our annual disclosures starting fiscal year 2026. Early adoption is permitted. A public entity should apply the amendments in this ASU on a prospective basis with the option to apply the standard retrospectively. ~~The~~We ~~Company~~are is currently ~~evaluating~~assessing ~~this~~the ~~ASU~~impact toof ~~determine~~the ~~its~~disclosure ~~impact~~requirements on ~~the~~our ~~Company's~~consolidated ~~disclosures.~~financial statements.

Segment Reporting - Improvements to Reportable Segment Disclosures

In November 2023 the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.” This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for our annual fiscal year 2025, and interim periods starting in fiscal year 2026. Early adoption is permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

INDEX

Note 3 — Divestitures

OnWe ~~June~~recorded 1,net ~~2023,~~pretax ~~Wiley’s~~(loss) ~~Board~~gain ofon ~~Directors~~sale ~~approved~~of ~~a plan to divest certain~~ businesses ~~that we determined are non-core businesses. Those businesses are University Services~~, ~~Wiley Edge~~assets, and ~~CrossKnowledge.~~impairment Ascharges ofrelated ~~the second quarter of fiscal year 2025, we completed our plan~~ to ~~divest~~assets ~~these~~held-for-sale ~~businesses.~~as follows:

In accordance with FASB Accounting Standards Codification (ASC) Topic 205, "Presentation of Financial Statements," we determined that the divestitures of University Services, Wiley Edge and CrossKnowledge each do not represent a strategic shift that will have a major effect on our consolidated results of operations, and therefore their results of operations were not reported as discontinued operations. We concluded that the businesses met all the requisite held-for-sale criteria as of June 1, 2023. Therefore, the related assets and liabilities were reclassified as held-for-sale on the Unaudited Condensed Consolidated Statements of Financial Position until the date of sale.


	Three Months Ended July 31,
	2025		2024
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 related to assets held-for-sale	$	(1,116)	$	5,801

OnThese ~~January~~charges 1,are ~~2024,~~reflected wein ~~sold~~Net ~~University~~(loss) ~~Services.~~gain Onon ~~May~~sale ~~31,~~of ~~2024~~businesses, ~~we sold Wiley Edge~~assets, ~~with~~and ~~the~~impairment ~~exception~~charges ofrelated ~~its~~to ~~India~~assets ~~operations~~held-for-sale ~~which sold~~ on ~~August~~our ~~31,~~Unaudited ~~2024.~~Condensed OnConsolidated ~~August~~Statements ~~31,~~of ~~2024,~~Net weIncome ~~also sold CrossKnowledge~~(Loss).

~~Completed~~University ~~Divestitures~~Services

~~For~~On January 1, 2024, we completed the ~~three~~sale ~~and~~of ~~nine~~University ~~months~~Services ~~ended~~which ~~January 31~~was included in our Held for Sale or Sold segment. On June 5, 2025, Wiley entered into an agreement with Metis Aggregator L.P. and ~~2024~~Vistria AP Aggregator, weLLC ~~recorded~~to ~~net~~sell ~~pretax~~the ~~loss~~unsecured onpromissory ~~sale~~note (University Services Seller Note), the contingent consideration in the form of ~~businesses~~an earnout (University Services Earnout) for fiscal year 2026, ~~assets~~and the TVG Investment, and ~~impairment~~agreed ~~charges~~with ~~related~~Education toServices ~~assets~~Upper ~~held-~~Holdings Corp. (Upper Holdings) and Academic Partnerships LLC (Academic Partnerships) on the fiscal year 2025 University Services Earnout for- total cash consideration of $119.5 million (Sale Agreement) which was fully paid in June 2025. As a result of this Sale Agreement, all amounts due to Wiley in accordance with the Membership Interest and Asset Purchase Agreement (University Services Agreement) with Academic Partnerships, and Upper Holdings have been settled. As a result of the sale asof ~~follows:~~these assets, we recognized an additional pretax loss of $0.9 million in the three months ended July 31, 2025.

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
CrossKnowledge	$	275	$	(5,782)	$	4,197	$	(56,159)
Wiley Edge	(15,566)		(20,676)		(14,778)		(20,676)
University Services	(639)		(25,946)		850		(101,412)
Tuition Manager	—		—		120		(1,500)
Sale of assets	—		—		(149)		—
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(15,930)	$	(52,404)	$	(9,760)	$	(179,747)

In the three months ended July 31, 2024, we recognized a reduction to the pretax loss on sale of $1.5 million due to third-party customer consents and working capital adjustments.

~~These~~Other ~~charges~~Disposition ~~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 (Loss) Income.~~ Activity

~~Fiscal~~In ~~Year~~the three months ended July 31, 2025, we completed the sale of an immaterial business which was included in our Research segment for a pretax loss on sale of $0.2 million.

CrossKnowledge

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment,. In ~~pursuant~~the tothree amonths ~~stock~~ended ~~and asset purchase agreement (CrossKnowledge Agreement) with MS International Software~~July 31, ~~LLC~~2024, ain ~~Delaware~~connection ~~limited~~with ~~liability company (MS International). The selling price for CrossKnowledge at~~ the ~~date of~~ held-for-sale, ~~which~~classification ~~was~~prior ~~updated~~to in the ~~second quarter of fiscal year 2025~~sale, ~~had~~we anrecognized ~~estimated~~a ~~fair~~reduction ~~value~~ of ~~$3.0 million which consists of $1.8 million of contingent consideration in~~ the ~~form~~cumulative ofimpairment ~~two~~charges ~~earnouts recorded at fair value (CrossKnowledge Earnouts), and $1.2 million~~ of ~~estimated working capital adjustments. The maximum amount of the CrossKnowledge Earnouts is~~ $254.04 million.

As of January 31, 2025, $0.2 million of the CrossKnowledge Earnouts is reflected in Prepaid expenses and other current assets and $1.6 million is reflected in Other non-current assets in our Unaudited Condensed Consolidated Statements of Financial Position.

INDEX

The pretax loss on sale, which was updated in the three months ended January 31, 2025, was $51.2 million after accounting for the assets sold, liabilities transferred upon sale, transaction costs, and the write-off of cumulative translation adjustments in earnings. In connection with the held-for-sale classification prior to the sale, we recognized cumulative impairment charges of $51.0 million on the remeasurement of the disposal group at the lower of carrying value or fair value less costs to sell, which included $55.4 million recognized in fiscal year 2024 and a reduction of $4.4 million in the first quarter of fiscal year 2025. Upon the completion of the sale, we recognized a net gain of $4.2 million in the nine months ended January 31, 2025 due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group. We recognized a net gain of $0.3 million in the three months ended January 31, 2025 due to subsequent changes in the carrying amount of the disposal group.

We entered into a transition services agreement to facilitate the transition of the divested business.

Wiley Edge

On May 31, 2024, we completed the sale of Wiley Edge with the exception of its India operations which sold on August 31, 2024, which was included in our Held for Sale or Sold segment~~, pursuant to a stock and asset purchase agreement (Edge Agreement) with Inspirit Vulcan Bidco Limited, a private limited company incorporated in England & Wales (Inspirit)~~. ~~The~~In ~~selling price for Wiley Edge at~~ the ~~date of sale including India, which was updated during the~~ three months ended ~~January~~July 31, ~~2025~~2024, ~~had~~upon athe ~~fair~~completion ~~value~~ of ~~$23.3 million paid in~~ the ~~form of: (i) cash of $10.0 million~~sale, ofwe ~~which~~recognized ~~$2.5 million is deferred, (ii)~~ an ~~unsecured~~additional ~~promissory~~loss ~~note with an initial aggregate principal amount~~ of $130.3 2 million ~~(Inspirit~~due ~~Seller Note), subject~~ to ~~customary~~subsequent ~~working~~changes ~~capital adjustments, and (iii) additional contingent consideration~~ in the ~~form of an earnout recorded at a~~ fair value ofless ~~zero~~costs ~~(initially~~to ~~valued~~sell, atas ~~$15.0 million)~~well ~~based~~as onchanges in the ~~gross~~carrying ~~profit~~amount ~~targets during each~~ of the ~~three~~disposal ~~fiscal years in the period beginning May 1, 2024 and ending April 30, 2027 (Wiley Edge Earnout)~~group.

The selling price for Wiley Edge included an unsecured promissory note (Inspirit Seller Note). As of ~~January~~July 31, 2025 and April 30, 2025, the Inspirit Seller Note receivable inclusive of interest is $14.7 million and $14.4 million, respectively, and is reflected in Other non-current assets in our Unaudited Condensed Consolidated Statements of Financial Position. The Inspirit Seller Note matures on May 31, 2028 and is prepayable at par plus accrued interest at any time and also if certain conditions are met. The Inspirit Seller Note bears interest at the rate of 8% per annum commencing on May 31, 2024, increasing by 1% per annum each year on the anniversary of issuance. Interest income from the note receivable represents non operating income and is included in Other ~~income~~ (expense) income, net on the Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~.

The maximum Wiley Edge Earnout amount is $34.0 million. We elected to record the fair value of the Wiley Edge Earnout as of the date of the sale, and will update that fair value as applicable until settled. The fair value of the Wiley Edge Earnout at the time of the sale was based on a Monte Carlo simulation. This fair value was categorized as Level 3 within the FASB ASC Topic 820 fair value hierarchy. This method considers the terms and conditions in the Edge Agreement, our best estimates of forecasted gross profit for the Wiley Edge Earnout periods and simulates a range of gross profits over the applicable periods based on an estimate of gross profit volatility. The fair value of the Wiley Edge Earnout was estimated as the present value of the potential range of payouts averaged across the range of simulated gross profits using an estimated risk-adjusted discount rate for the simulated gross profits. The Wiley Edge Earnout amount is subject to change based on final results and calculations.

Due to changes in market conditions during the three months ended January 31, 2025 that negatively impacted placements and the outlook for the business, the forecasted gross profit for the earnout period was updated. Based on these changes, the updated gross profit forecast indicates that the gross profit for each of the earnout periods will be below the gross profit targets as defined in the Edge Agreement which would result in zero amount being paid to Wiley in each of the respective periods. Since the forecasted gross profit is a key input to the Monte Carlo simulation and the likelihood of the forecasted gross profit targets no longer being reached and being significantly reduced, we reduced the fair value of the Wiley Edge Earnout from $15.0 million at the time of sale to zero as of January 31, 2025.

INDEX

The pretax loss on sale, which was updated in the three months ended January 31, 2025, was $34.2 million after accounting for the assets sold, liabilities transferred upon sale, transaction costs, and the write-off of cumulative translation adjustments in earnings. In connection with the held-for-sale classification, during fiscal year 2024, we recognized cumulative impairment charges of $19.4 million on the remeasurement of the disposal group at the lower of carrying value or fair value less costs to sell. Upon the completion of the sale, we recognized a net loss of $14.8 million in the nine months ended January 31, 2025 primarily due to subsequent changes in the fair value less costs to sell, partially offset by the sale of the India operations. We recognized a net loss of $15.6 million in the three months ended January 31, 2025 due to subsequent changes in the fair value less costs to sell.

We entered into a transition services agreement to facilitate the transition of the divested business.

Fiscal Year 2024

University Services

On January 1, 2024, we completed the sale of University Services, which was included in our Held for Sale or Sold segment, pursuant to a Membership Interest and Asset Purchase Agreement with Academic Partnerships LLC, a Delaware limited liability company (Academic Partnerships), and Education Services Upper Holdings Corp., a Delaware corporation. The pretax loss on sale, which was updated in the three months ended January 31, 2025, was $106.2 million after accounting for the assets sold, liabilities transferred upon sale, and transaction costs. We recognized a net gain of $0.9 million in the nine months ended January 31, 2025 due to third-party customer consents and working capital adjustments, partially offset by subsequent changes in the costs to sell. We recognized a net loss of $0.6 million in the three months ended January 31, 2025 due to subsequent changes in the costs to sell.

Tuition Manager

On May 31, 2023, we completed the sale of our tuition manager business ~~(Tuition Manager),~~ which was included in our Held for Sale or Sold segment. ~~The~~In ~~pretax~~the ~~loss~~three onmonths ~~sale~~ended ~~was $1.4~~July ~~million after accounting for the assets sold~~31, ~~liabilities~~2024 ~~transferred upon sale, and transaction costs, which was reduced during the first quarter of fiscal year 2025~~ due to additional cash received after the date of sale, we recognized a gain of $0.1 million.

1412

INDEX

Assets and Liabilities Held-for-Sale

The major categories of assets and liabilities that have been classified as held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of April 30, 2024 were as follows:

	Cross Knowledge		Wiley Edge		Total
Assets held-for-sale:
Current assets
Cash and cash equivalents	$	6,305	$	9,887	$	16,192
Accounts receivable, net	12,914		13,897		26,811
Prepaid expenses and other current assets	3,780		5,548		9,328
Valuation allowance	(17,909)		—		(17,909)
Total current assets held-for-sale	$	5,090	$	29,332	$	34,422
Technology, property and equipment, net	3,786		2,888		6,674
Intangible assets, net	17,777		34,612		52,389
Operating lease right-of-use assets	1,091		1,008		2,099
Other non-current assets	14,877		53		14,930
Valuation allowance	(37,531)		(19,401)		(56,932)
Total non-current assets held-for-sale	$	—	$	19,160	$	19,160
Liabilities held-for-sale:
Current liabilities
Accounts payable	$	494	$	—	$	494
Accrued royalties	268		—		268
Contract liabilities	16,796		—		16,796
Accrued employment costs	7,805		3,990		11,795
Short-term portion of operating lease liabilities	319		468		787
Other accrued liabilities	2,762		4,730		7,492
Total current liabilities held-for-sale	$	28,444	$	9,188	$	37,632
Accrued pension liability	1,037		—		1,037
Deferred income tax liabilities	4,420		4,448		8,868
Operating lease liabilities	251		159		410
Other long-term liabilities	694		228		922
Total long-term liabilities held-for-sale	$	6,402	$	4,835	$	11,237

Sale of Assets

In the second quarter of fiscal year 2025, we sold a facility which was reflected in Technology, property, and equipment, net in our Unaudited Condensed Consolidated Statements of Financial Position which resulted in a pretax loss on sale of $0.2 million, and we received net cash of $8.5 million.

INDEX

Note 4 — Revenue Recognition, Contracts with Customers

Disaggregation of Revenue

The following table presents our revenue from contracts with customers disaggregated by segment and product type.

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

Research:

Research Publishing

~~225~~231,~~874~~827

~~216~~230,~~586~~951

~~679,492~~

~~659,329~~

Research Solutions

4149,~~670~~865

3934,~~613~~358

~~115,246~~

~~112,344~~

Total Research

~~267~~281,~~544~~692

~~256~~265,~~199~~309

~~794,738~~

~~771,673~~

Learning:

Academic

7855,~~795~~472

8759,~~216~~964

~~233,547~~

~~224,633~~

Professional

5859,~~287~~636

5964,~~118~~350

~~189,363~~

~~179,961~~

Total Learning

~~137~~115,~~082~~108

~~146~~124,~~334~~314

~~422,910~~

~~404,594~~

Held for Sale or Sold

—

5814,~~172~~186

~~17,382~~

~~228,259~~

Total Revenue

~~404~~396,~~626~~800

~~460~~403,~~705~~809

~~1,235,030~~

~~1,404,526~~

The following information describes our disaggregation of revenue by segment and product type. Overall, the majority of our revenue is recognized over time.

Research

Total Research revenue was $~~267~~281.~~5 million and $794.~~7 million in the three ~~and nine~~ months ended ~~January~~July 31, 2025~~, respectively~~. Research products are sold and distributed globally through multiple channels. The majority of revenue generated from Research products is recognized over time.

We disaggregated revenue by Research Publishing and Research Solutions to reflect the different type of products and services provided.

INDEX

Research Publishing Products

Research Publishing products provide scientific, technical, medical, and scholarly journals, as well as related content and services to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals. Research Publishing revenue was $~~225~~231.98 million ~~and $679.5 million~~ in the three ~~and nine~~ months ended ~~January~~July 31, 2025, ~~respectively,~~ and the majority is recognized over time.

In the three ~~and nine~~ months ended ~~January~~July 31, 2025, Research Publishing products generated approximately 8289% ~~and 86%, respectively,~~ of ~~their~~its revenue from contracts with its customers from Journal Subscriptions (pay to read), ~~Open~~and ~~Access~~Transformational Agreements (~~pay~~read toand publish) under multiyear arrangements, and ~~Transformational~~Open ~~Agreements~~Access (~~read~~pay ~~and~~to publish),. ~~and~~The ~~the~~remaining ~~remainder~~revenue is from Licensing and ~~other~~ancillary ~~revenue streams~~products.

Research Solutions Products and Services

Research Solutions revenue was $4149.79 million ~~and $115.2 million~~ in the three ~~and nine~~ months ended ~~January~~July 31, 2025, ~~respectively,~~which ~~and~~has ~~the~~a ~~majority~~mix isof revenue recognized ~~over~~at a point in time and overtime.

16Research Solutions products and services generated approximately 66% of their revenue in the three months ended July 31, 2025 from contracts with customers that include artificial intelligence (AI) license revenue that includes content which Wiley has licensed from other publishers; and platform and workflow solutions for societies and publishers, which includes production and content hosting, submissions and peer review support, editorial, and copy editing services. Included within platforms is our Atypon® publishing platform for societies and publishers. The remainder of the revenue within Research Solutions from contracts with customers includes corporate solutions such as managed services which includes advertising, and full sales and marketing services for publishers and societies; recruitment platform and services; spectral databases; and projects which includes content creation and distribution, digital events, and webinars.

INDEX

Research Solutions products and services generated approximately 57% and 54% of their revenue in the three and nine months ended January 31, 2025, respectively, from contracts with customers that include corporate solutions such as job board software and career center services, marketing and education services, licensing, and databases. The remainder of the revenue from contracts with customers includes platforms that enable scholarly and professional societies and publishers to deliver, host, enhance, market, and manage their content, solutions to manage the submission and peer review process, and publishing and editorial services.

Learning

Total Learning revenue was $~~137~~115.1 million ~~and $422.9 million~~ in the three ~~and nine~~ months ended ~~January~~July 31, 2025~~, respectively~~. We disaggregated revenue by Academic and Professional to reflect the different types of products and services provided.

Academic

Academic products revenue was $7855.~~8 million and $233.~~5 million in the three ~~and nine~~ months ended ~~January~~July 31, 2025~~, respectively~~. Products and services including scientific, professional, and education print and digital books, and digital courseware to libraries, corporations, students, professionals, and researchers. Products are developed for worldwide distribution through multiple channels, including chain and online booksellers, libraries, colleges and universities, corporations, direct to consumer, websites, distributor networks and other online applications.

In the three ~~and nine~~ months ended ~~January~~July 31, 2025, Academic products generated approximately 5563% ~~and 56%, respectively,~~ of their revenue from contracts with their customers for print and digital publishing, which is recognized at a point in time. Digital Courseware products, in the three ~~and nine~~ months ended ~~January~~July 31, 2025, ~~generate~~generated approximately 4116% ~~and 32%, respectively,~~ of their revenue from contracts with their customers which is recognized over time. The remainder of their revenues were from Licensing and ~~other~~ancillary ~~revenue streams~~products, which have a mix of revenue recognized at a point in time and over time.

Professional

Professional products revenue was $5859.36 million ~~and $189.4 million~~ in the three ~~and nine~~ months ended ~~January~~July 31, 2025~~, respectively~~. Professional provides learning, development, publishing, and assessment services for businesses and professionals. Our ~~trade~~professional publishing produces ~~professional~~ books, which includes business and finance, technology, professional development for educators, test preparation books and other professional categories, as well as the For Dummies® brand. Products are sold to brick-and-mortar and online retailers, wholesalers who supply such bookstores, college bookstores, individual practitioners, corporations, and government agencies.

In the three and nine months ended January 31, 2025, Professional products generated approximately 60% and 56%, respectively, of their revenue from contracts with their customers for trade print and digital publishing, which is recognized at a point in time. Our assessments offering in the three and nine months ended January 31, 2025 generates approximately 28% and 29%, respectively, of their revenue from contracts with their customers which has a mix of revenue recognized at a point in time and over time. The remainder of Professional revenues were from Licensing and other revenue streams, which has a mix of revenue recognized at a point in time and over time.14

INDEX

In the three months ended July 31, 2025, Professional products generated approximately 50% of their revenue from contracts with their customers for professional publishing, which is recognized at a point in time. Our assessments offering, in the three months ended July 31, 2025, generated approximately 32% of their revenue from contracts with their customers, which has a mix of revenue recognized at a point in time and over time. The remainder of Professional revenues were from Licensing and ancillary revenue streams, which has a mix of revenue recognized at a point in time and over time.

Held for Sale or Sold

Held for Sale or Sold revenue was $0.0 million and $17.4 million in the three and nine months ended January 31, 2025, respectively.

Wiley Edge was sold on May 31, 2024 with exception of its India operations which sold on August 31, 2024. Wiley Edge previously sourced, trained, and prepared aspiring students and professionals to meet the skill needs of today’s technology careers, and then places them with some of the world's largest financial institutions, technology companies, and government agencies. Wiley Edge revenue was recognized at the point in time the services were provided to its customers.

CrossKnowledge was sold on August 31, 2024. CrossKnowledge services previously included corporate learning online learning and training solutions for global corporations, universities, and small and medium-sized enterprises sold on a subscription or fee basis. CrossKnowledge revenue was recognized over time.

INDEX

Held for Sale or Sold also includes the revenue associated with those businesses which were sold in fiscal year 2024 which includes University Services which was sold on January 1, 2024 and Tuition Manager which was sold on May 31, 2023.

Accounts Receivable, net and Contract Liability Balances

When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria have been met.

The following table provides information about accounts receivable, net and contract liabilities from contracts with customers.

January 31, 2025

April 30, 2024

Increase/(Decrease)

July 31, 2025

April 30, 2025

(Decrease)/Increase

Balances from contracts with customers:

Accounts receivable, net

~~184~~220,~~672~~317

~~224~~228,~~198~~410

(398,~~526~~093)

Contract liabilities (1)

~~313~~361,~~278~~677

~~483~~462,~~778~~693

(~~170~~101,~~500~~016)

Contract liabilities (included in Other long-term liabilities)

1718,~~408~~451

1416,~~819~~725

21,~~589~~726

(1) The sales return reserve recorded in Contract liabilities is $1915.62 million and $2515.91 million, as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, respectively.

For the ~~nine~~three months ended ~~January~~July 31, 2025, we estimate that we recognized as revenue approximately 9739% of the current contract liability balance at April 30, ~~2024~~2025. For the ~~nine~~three months ended ~~January~~July 31, 2024, we estimated that we recognized as revenue approximately 9841% of the current contract liability balance at April 30, ~~2023~~2024.

The decrease in contract liabilities excluding the sales return reserve was primarily driven by revenue earned on journal subscription agreements, transformational agreements, and open access, partially offset by renewals of journal subscription agreements, transformational agreements, and open access.

Remaining Performance Obligations included in Contract Liability

As of ~~January~~July 31, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $~~330~~380.71 million, which includes the sales return reserve of $1915.62 million. Excluding the sales return reserve, we expect that approximately $~~442~~346.4 million will be recognized in the next twelve months with the remaining $1718.45 million to be recognized thereafter.

1815

INDEX

Assets Recognized for the Costs to Fulfill a Contract

Costs to fulfill a contract are directly related to a contract that will be used to satisfy a performance obligation in the future and are expected to be recovered. These costs are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. These types of costs are incurred in Research Solutions services which includes customer specific implementation costs per the terms of the contract.

Our assets associated with incremental costs to fulfill a contract, were $2.50 million and $32.12 million at ~~January~~July 31, 2025 and April 30, ~~2024~~2025, respectively, and are included within Other non-current assets on our Unaudited Condensed Consolidated Statements of Financial Position. We recorded amortization expense related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~ as follows:

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

Amortization expense

~~370~~277

~~1,504~~306

~~954~~

~~4,169~~

InSales ~~the~~and ~~three~~value-added ~~and~~taxes ~~nine~~are ~~months~~excluded ~~ended~~from ~~January~~revenues. 31Shipping and handling costs, ~~2024~~which ~~amortization~~are ~~expense~~primarily ~~for~~incurred ~~costs~~within tothe ~~fulfill~~Learning ~~includes~~segment, occur before the ~~amortization~~transfer of control of the related goods. Therefore, in accordance with the revenue standard, it is not considered a promised service to the ~~University~~customer ~~Services~~and ~~business~~would ~~which~~be ~~was~~considered ~~sold~~a oncost ~~January~~to 1,fulfill ~~2024~~our promise to transfer the goods. Costs incurred for third party shipping and handling are primarily reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Income (Loss) and were incurred as follows:

Sales and value-added taxes are excluded from revenues. Shipping and handling costs, which are primarily incurred within the Learning segment, occur before the transfer of control of the related goods. Therefore, in accordance with the revenue standard, it is not considered a promised service to the customer and would be considered a cost to fulfill our promise to transfer the goods. Costs incurred for third party shipping and handling are primarily reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net (Loss) Income and were incurred as follows:


	Three Months Ended July 31,
	2025		2024
Shipping and handling costs	$	5,580	$	5,814

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
Shipping and handling costs	$	5,922	$	6,536	$	17,834	$	19,668

INDEX

Note 5 — Operating Leases

We have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and office equipment.

We determine if an arrangement is a lease at inception of the contract in accordance with guidance detailed in the lease standard and we perform the lease classification test as of the lease commencement date. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

The present value of the lease payments is calculated using an incremental borrowing rate, which was determined based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We use an unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate.

We recognize operating lease expense on a straight-line basis over the term of the lease. Lease payments may be fixed or variable. Only lease payments that are fixed, in-substance fixed or depend on a rate or index are included in determining the lease liability. Variable lease payments include payments made to the lessor for taxes, insurance and maintenance of the leased asset and are recognized as operating costs as incurred.

We apply certain practical expedients allowed by ASC 842, "Leases." Leases that are more than one year in duration are capitalized and recorded on our Unaudited Condensed Consolidated Statements of Financial Position. Leases with an initial term of 12 months or less are recognized as short term lease operating costs on a straight-line basis over the term. We have also elected to account for the lease and non-lease components as a single component. Some of our leases offer an option to extend the term of such leases. We utilize the reasonably certain threshold criteria in determining which options we will exercise.

For operating leases, the ROU assets and liabilities are presented on our Unaudited Condensed Consolidated Statements of Financial Position as follows:

	January 31, 2025		April 30, 2024
	July 31, 2025		April 30, 2025
Operating lease ROU assets	$	6663,~~947~~626	$	6966,~~074~~128
Short-term portion of operating lease liabilities	17,~~969~~512		18,~~294~~282
Operating lease liabilities, non-current	$	8378,~~602~~200	$	9481,~~386~~482

As a result of our restructuring programs, which included the exit of certain leased office space, we recorded restructuring and related charges, which included impairment charges, the acceleration of expense, and ongoing facility charges associated with certain operating lease ROU assets. See Note 9, “Restructuring and Related Charges” for more information on this program and the charges incurred.

INDEX

Our total net lease costs are as follows:

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

Operating lease cost

3,~~947~~604

3,~~344~~455

~~11,075~~

~~11,282~~

Variable lease cost

~~153~~210

~~254~~243

~~607~~

~~836~~

Short-term lease cost

~~115~~102

~~299~~133

~~330~~

~~869~~

Sublease income

(7395)

(~~230~~289)

~~(481)~~

~~(651)~~

Total net lease cost (1)

43,~~142~~821

3,~~667~~542

~~11,531~~

~~12,336~~

(1) Total net lease cost does not include those costs and sublease income for operating leases we had identified as part of our restructuring programs that would be subleased. The costs and sublease income for those leases are included in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~. See Note 9, “Restructuring and Related Charges” for more information on these programs.

INDEX

Other supplemental information includes the following:

	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025			2024
Weighted-average remaining contractual lease term (years)	7			87
Weighted-average discount rate	6.1319		%	6.0213		%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	165,~~358~~993		$	195,~~545~~327
Operating lease liabilities arising from obtaining ROU assets	$	~~556~~578		$	~~724~~(412)

The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in our Unaudited Condensed Consolidated Statement of Financial Position as of ~~January~~July 31, 2025:

Fiscal Year	Operating LeaseLiabilities
2025 (remaining 3 months)	$	6,133
2026 (remaining 9 months)	$	17,086
2026	22,191
2027	18,809
2027	17,900
2028	15,481
2028	14,539
2029	14,851
2029	14,379
2030	14,624
Thereafter	5036,~~128~~016
Total future undiscounted minimum lease payments	~~125~~116,~~270~~867
Less: Imputed interest	2321,~~699~~155
Present value of minimum lease payments	~~101~~95,~~571~~712
Less: Current portion	17,~~969~~512
Noncurrent portion	$	8378,~~602~~200

2118

INDEX

Note 6 — Stock-Based Compensation

WeThe ~~have~~Company provides stock-based compensation ~~plans~~to ~~under~~its ~~which~~ employees and non-employee directors, which may beinclude ~~granted~~restricted stock units (RSU), performance-based stock awards (PSU), ~~other~~and ~~restricted~~ stock ~~awards~~options ~~and~~(collectively, ~~options~~stock-based awards). We recognize the grant date fair value of stock-based compensation in net income generally on a straight-line basis, net of estimated forfeitures over the requisite service period. We recognized stock-based compensation expense, on a pretax basis, as follows:

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

Stock-based compensation expense

5,~~160~~899

65,~~264~~968

~~17,162~~

~~19,065~~

Performance-Based and Other Restricted Stock Activity

Under the terms of our long-term incentive plans, ~~performance-based~~PSU ~~restricted unit~~ awards are payable in restricted shares of our Class A Common Stock upon the achievement of certain three-year or less financial performance-based targets. The measurement of performance is based on actual financial results for targets established up to three years in advance, or less. During each three-year period or less, we adjust compensation expense based upon our best estimate of expected performance.

We may also grant individual ~~restricted~~RSU ~~unit~~ awards payable in restricted shares of our Class A Common Stock to key employees in connection with their employment.

The following table summarizes awards we granted to employees (shares in thousands):

	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
Restricted Stock:
Awards granted (shares)	~~722~~543		~~1,086~~701
Weighted average fair value of grant	$	43.0375	$	3142.3298

Stock Option Activity

There were no stock option awards granted during the ~~nine~~three months ended ~~January~~July 31, 2025. Weand ~~granted 170,000 stock option awards during the nine months ended January 31,~~ 2024~~, which included 160,000 stock options to our executive leadership team at a premium grant price of $35~~.~~00,~~ which was above the fair market value on date of grant, and 10,000 stock options to other leaders at fair market value on date of grant. Options are exercisable over a maximum period of ten years from the date of grant. These options generally vest 10%, 20%, 30%, and 40% on April 30, or on each anniversary date after the award is granted.

2219

INDEX

The following table provides the estimated weighted average fair value for options granted during the nine months ended January 31, 2024 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination.

	Nine Months EndedJanuary 31,
	2024
Weighted average fair value of options on grant date	$	6.47
Weighted average assumptions:
Expected life of options (years)	6.3
Risk-free interest rate	4.6		%
Expected volatility	34.0		%
Expected dividend yield	4.6		%
Fair value of common stock on grant date	$	30.37
Exercise price of stock option grant	$	34.86

President and CEO New Hire Equity Awards

On July 8, 2024, the Company named Mr. Matthew Kissner President and CEO and entered into an employment agreement (Employment Agreement) with him. Mr. Kissner had served as the Company’s interim President and CEO since October 10, 2023. Under the Employment Agreement, Mr. Kissner will be eligible to participate in the Company's Executive Long-Term Incentive Plan (ELTIP), with a target long-term incentive equal to $3.0 million.

Sixty percent of the ELTIP value will be delivered in the form of target performance share units and forty percent in restricted share units. The grant date fair value for the restricted share units was $46.65 per share and included 27,192 restricted share units which vest 25% each year starting on April 30, 2025 to April 30, 2028. The grant date fair value for the performance share units was $46.65 per share and included 40,789 performance share units which vest 100% on June 30, 2027. Awards are subject to forfeiture in the case of voluntary termination prior to vesting, and continued vesting in the case of earlier termination of employment without cause or due to constructive discharge. All other terms and conditions are the same as for other executives, as outlined in the ELTIP grant agreements.

INDEX

Note 7 — Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss by component, net of tax, for the three ~~and nine~~ months ended ~~January~~July 31, 2025 and 2024 were as follows:

	ForeignCurrencyTranslation		UnamortizedRetirementCosts		InterestRate Swaps		Total
Balance at October 31, 2024	$	(290,920)	$	(202,568)	$	(2,820)	$	(496,308)
Balance at April 30, 2025	$	(264,548)	$	(209,190)	$	(5,182)	$	(478,920)
Other comprehensive (loss) income before reclassifications	(325,~~225~~852)		61,~~703~~718		12,~~525~~583		(231,~~997~~551)
Amounts reclassified from accumulated other comprehensive loss	—		12,~~527~~506		(~~621~~442)		~~906~~2,064
Total other comprehensive (loss) income	(325,~~225~~852)		84,~~230~~224		~~904~~2,141		~~(23,091)~~513
Balance at January 31, 2025	$	(323,145)	$	(194,338)	$	(1,916)	$	(519,399)
Balance at July 31, 2025	$	(270,400)	$	(204,966)	$	(3,041)	$	(478,407)

Balance at April 30, 2024	$	(333,827)	$	(200,922)	$	6,310	$	(528,439)
Other comprehensive (loss) income before reclassifications	(12,545)		2,012		(5,074)		(15,607)
Other comprehensive income (loss) before reclassifications	14,963		(3,549)		(6,788)		4,626
Amounts reclassified from accumulated other comprehensive loss	~~23,227~~—		41,~~572~~509		(31,~~152~~288)		~~24,647~~221
Total other comprehensive income (loss)	1014,~~682~~963		6(2,~~584~~040)		(8,~~226~~076)		94,~~040~~847
Balance at January 31, 2025	$	(323,145)	$	(194,338)	$	(1,916)	$	(519,399)
Balance at July 31, 2024	$	(318,864)	$	(202,962)	$	(1,766)	$	(523,592)

	ForeignCurrencyTranslation		UnamortizedRetirementCosts		InterestRate Swaps		Total
Balance at October 31, 2023	$	(349,037)	$	(198,649)	$	5,716	$	(541,970)
Other comprehensive income (loss) before reclassifications	25,116		(6,520)		(2,409)		16,187
Amounts reclassified from accumulated other comprehensive loss	—		1,466		(2,445)		(979)
Total other comprehensive income (loss)	25,116		(5,054)		(4,854)		15,208
Balance at January 31, 2024	$	(323,921)	$	(203,703)	$	862	$	(526,762)

During the three months ended July 31, 2025, pretax actuarial losses included in Unamortized Retirement Costs of approximately $2.1 million, and in the three months ended July 31, 2024, of approximately $2.0 million, were amortized from Accumulated other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and administrative expenses and Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Balance at April 30, 2023	$	(326,346)	$	(206,806)	$	4,250	$	(528,902)
Other comprehensive income (loss) before reclassifications	2,425		(1,316)		3,625		4,734
Amounts reclassified from accumulated other comprehensive loss	—		4,419		(7,013)		(2,594)
Total other comprehensive income (loss)	2,425		3,103		(3,388)		2,140
Balance at January 31, 2024	$	(323,921)	$	(203,703)	$	862	$	(526,762)

In connection with the sale of Wiley Edge and CrossKnowledge, in the nine months ended January 31, 2025, we reclassified $23.2 million of cumulative translation adjustments out of Accumulated other comprehensive loss and included in the Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

During the three and nine months ended January 31, 2025, pretax actuarial losses included in Unamortized Retirement Costs of approximately $2.0 million and $6.1 million, respectively, and in the three and nine months ended January 31, 2024, of approximately $2.0 million and $5.9 million, respectively, were amortized from Accumulated other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and administrative expenses and Other income (expense), net on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

Our policy for releasing the income tax effects from accumulated other comprehensive (loss) income is to release when the corresponding pretax accumulated other comprehensive (loss) income items are reclassified to earnings.

2420

INDEX

Note 8 — Reconciliation of Weighted Average Shares Outstanding

Basic earnings (loss) ~~earnings~~ per share is computed by dividing net earnings (loss) ~~earnings~~ by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) ~~earnings~~ per share further includes any common shares available to be issued upon the exercise of unvested, outstanding restricted stock units and other stock awards if such inclusions would be dilutive. The shares associated with ~~performance-based~~PSU ~~stock~~ awards are considered contingently issuable shares and are included in the diluted weighted average number of common shares outstanding based on when they have met the performance conditions, and when their effect is dilutive. We determine the potentially dilutive common shares for all awards using the treasury stock method.

A reconciliation of the shares used in the computation of earnings (loss) ~~earnings~~ per share follows (shares in thousands):

	Three Months EndedJanuary 31,		Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025	2024	~~2025~~	~~2024~~
Weighted average shares outstanding	53,~~952~~377	54,~~812~~377	~~54,173~~	~~55,061~~
Shares used for basic (loss) earnings per share	53,952	54,812	54,173	55,061
Shares used for basic earnings (loss) per share	53,377	54,377
Dilutive effect of unvested restricted stock units and other stock awards	—589	—	~~642~~	—
Shares used for diluted (loss) earnings per share	53,952	54,812	54,815	55,061
Shares used for diluted earnings (loss) per share	53,966	54,377
Antidilutive options to purchase Class A common shares, restricted shares, and contingently issuable restricted stock which are excluded from the table above	~~1,190~~858	1,~~139~~305	~~514~~	~~1,084~~

In calculating diluted net loss per common share for the three months ended ~~January~~July 31, ~~2025 and the three and nine months ended January 31,~~ 2024, our diluted weighted average number of common shares outstanding excludes the effect of unvested restricted stock units and other stock awards as the effect was antidilutive. This occurs when a net loss is reported and the effect of using dilutive shares is antidilutive.

2521

INDEX

Note 9 — Restructuring and Related Charges

Global Restructuring Program

~~Beginning~~The ~~in fiscal year 2023, the~~ Company ~~initiated~~began a global restructuring program ~~(Global Restructuring Program) which was expanded~~ in fiscal year ~~2024~~2023, towhich ~~include~~aimed ~~those~~to ~~actions~~enhance ~~that will focus~~ Wiley’s ~~on its leading global~~ position ~~in the development~~ and ~~application of new knowledge and~~ drive ~~greater~~ profitability, ~~growth,~~(Global ~~and~~Restructuring ~~cash~~Program) ~~flow.~~which Wewas ~~will~~expanded ~~focus on our strongest and most profitable businesses and large market opportunities~~ in ~~Research~~fiscal ~~and~~year ~~Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions~~2024. This program ~~includes~~included severance related charges for the elimination of certain positions, the exit of certain leased office space, and the reduction of our occupancy at other facilities. Under this program, we reduced our real estate square footage occupancy by approximately 35%.

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 includes severance related charges, facility-related costs associated with certain properties, and other activities.

The following tables summarize the pretax restructuring and related charges (credits) related to the Global Restructuring Program:

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Total ChargesIncurred to Date

Three Months EndedJuly 31,

Total ChargesIncurred to Date

2025

2024

~~2025~~

~~2024~~

Charges (Credits) by Segment:

Research

~~939~~252

~~(749)~~2,323

420,~~201~~122

~~5,953~~

~~14,024~~

Learning

~~138~~124

~~1,313~~227

~~475~~20,891

~~7,390~~

~~19,727~~

Held for Sale or Sold

—

~~1,498~~(242)

~~(117)~~12,995

~~6,143~~

~~12,995~~

Corporate Expenses

42,~~537~~683

125,~~352~~241

1288,~~285~~834

~~31,463~~

~~80,534~~

Total Restructuring and Related Charges

53,~~614~~059

147,~~414~~549

16142,~~844~~842

~~50,949~~

~~127,280~~

Charges (Credits) by Activity:

Severance and termination benefits

41,~~030~~962

15,~~098~~782

1276,~~056~~941

~~25,661~~

~~66,439~~

Impairment of operating lease ROU assets and property and equipment

—

~~7,149~~—

—23,395

~~8,724~~

~~22,739~~

Acceleration of expense related to operating lease ROU assets and property and equipment

—

548

—

1,064

6,288

Acceleration of expense related to operating lease ROU assets, technology, property and equipment, and intangible assets

—

8,074

Facility related charges, net

~~1,294~~992

1,~~531~~402

413,~~061~~645

~~2,918~~

~~12,465~~

Consulting costs (credits)

8062

~~2,032~~(556)

~~(592)~~11,971

~~7,821~~

~~10,660~~

Other activities

~~210~~43

~~2,056~~921

18,~~319~~816

~~4,761~~

~~8,689~~

Total Restructuring and Related Charges

53,~~614~~059

147,~~414~~549

16142,~~844~~842

~~50,949~~

~~127,280~~

The severance related charges are for certain employees affected by the reduction in force under this program who are entitled to severance payments and certain termination benefits. The credits in Research for the three months ended January 31, 2024 relate to severance and termination benefits activities primarily due to changes in the number of headcount reductions, and estimates for previously accrued costs.

~~The~~In ~~impairment~~the ~~charges~~three ~~include~~months ~~the~~ended ~~impairment~~July 31, of2025 ~~operating~~we ~~lease~~incurred ~~ROU~~ongoing ~~assets~~ facility-related tocosts ~~certain~~associated ~~leases~~with ~~that~~certain ~~will~~properties, beconsulting ~~subleased~~costs, and ~~the~~other ~~related~~costs ~~property~~for ~~and~~other ~~equipment~~activities, ~~described~~which ~~further~~includes ~~below~~other employee related costs. In the three months ended July 31, 2024 we incurred ongoing facility-related costs associated with certain properties, consulting credits, and ~~nine~~other costs for other activities, which includes relocation and other employee related costs. In the three months ended ~~January~~ July 31, 2024, ~~these~~the ~~charges~~credits ~~were~~in ~~recorded~~consulting incosts ~~Corporate~~are ~~Expenses~~due ~~and~~to changes in the ~~Research~~estimates ~~segment~~for previously accrued costs.

2622

INDEX

~~Due~~The tofollowing ~~the~~table ~~actions~~summarizes ~~taken above, we tested~~ the ~~operating~~activity ~~lease~~for ~~ROU assets and~~ the ~~related~~Global ~~property~~Restructuring ~~and~~Program ~~equipment~~liability for ~~those being subleased for recoverability by comparing~~ the ~~carrying~~three value of the asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. Based on the results of the recoverability test, we determined that the undiscounted cash flows of the asset groups were below the carrying values. Therefore, there was an indication of impairment. We then determined the fair value of the asset groups by utilizing the present value of the estimated future cash flows attributable to the assets. The fair value of the operating lease ROU assets and the property and equipment immediately subsequent to the impairment was $8.7 million in the nine months ended ~~January~~July 31, ~~2024 and was categorized as Level 3 within the fair value hierarchy.~~2025:

In the three and nine months ended January 31, 2024, the acceleration of expense includes the acceleration of rent expense associated with operating lease ROU assets related to certain leases that will be abandoned or terminated, and the related depreciation and amortization of property and equipment.


	April 30, 2025		Charges		Payments		Foreign Translation & Other Adjustments		July 31, 2025
Severance and termination benefits	$	6,622	$	1,962	$	(4,198)	$	25	$	4,411
Consulting costs	927		62		(836)		—		153
Other activities	289		43		(31)		(2)		299
Total	$	7,838	$	2,067	$	(5,065)	$	23	$	4,863

InApproximately ~~addition,~~$3.9 wemillion ~~incurred~~of ~~ongoing~~the ~~facility-related~~restructuring ~~costs~~liability ~~associated~~for ~~with~~accrued ~~certain~~severance ~~properties,~~and ~~consulting~~termination ~~costs~~benefits ~~(credits),~~is ~~and~~reflected ~~other~~in Accrued employment costs ~~for~~and ~~other~~approximately ~~activities,~~$0.5 ~~which~~million ~~includes~~is ~~relocation~~reflected ~~and~~in ~~other~~Other ~~employee~~long-term ~~related~~liabilities ~~costs.~~on Inour ~~the~~Unaudited ~~nine~~Condensed ~~months~~Consolidated ~~ended~~Statement ~~January 31,~~of ~~2025,~~Financial ~~the~~Position. ~~credits~~The inliabilities ~~consulting~~for Consulting costs ~~are~~and ~~due~~Other toactivities ~~changes~~are reflected in ~~the~~Other ~~estimates~~accrued ~~for~~liabilities ~~previously~~on ~~accrued~~our ~~costs~~Unaudited Condensed Consolidated Statement of Financial Position.

The following table summarizes the activity for the Global Restructuring Program liability for the nine months ended January 31, 2025:

	April 30, 2024		Charges (Credits)		Payments		ForeignTranslation& Other Adjustments		January 31, 2025
Severance and termination benefits	$	5,396	$	12,056	$	(10,583)	$	(1,128)	$	5,741
Consulting costs	1,794		(592)		(1,341)		139		—
Other activities	1,879		1,319		(2,332)		(803)		63
Total	$	9,069	$	12,783	$	(14,256)	$	(1,792)	$	5,804

Approximately $4.7 million of the restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs and approximately $1.0 million is reflected in Other long-term liabilities on our Unaudited Condensed Consolidated Statement of Financial Position. The liability for Other activities is reflected in Other accrued liabilities on our Unaudited Condensed Consolidated Statement of Financial Position.

Business Optimization Program

For the three ~~and nine~~ months ended ~~January~~July 31, 2025 and 2024, we recorded net pretax restructuring credits of less than $(0.1) million and $(3.86) million, respectively, related to this program. The ~~net~~ credits in the ~~nine~~three months ended ~~January~~ July 31, ~~2025~~2024 are primarily due to the termination of a portion of a lease that was previously impaired in our Corporate Expenses category. As of fiscal year 2023, we substantially completed this program and we have no restructuring liability outstanding. We currently anticipate immaterial ongoing facility charges and do not anticipate any further material charges related to the Business Optimization Program.

~~For the three and nine months ended January 31, 2024, we recorded pretax restructuring charges of $0.4 million and $1.1 million, respectively, related to this program.~~ 23

As of fiscal year 2023, we substantially completed this program and we have no restructuring liability outstanding. We currently anticipate immaterial ongoing facility charges and do not anticipate any further material charges related to the Business Optimization Program.

INDEX

Note 10 — Segment Information

We report our segment information in accordance with the provisions of ASC Topic 280, “Segment Reporting.” These segments reflect the way our chief operating decision maker (CODM) evaluates our business performance, manages the operations, makes operating decisions, and allocates resources. The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Operating Income. Our segment reporting structure consists of three operating and reportable segments, which are listed below, as well as a Corporate expense category, which includes certain costs that are not allocated to the reportable segments:

Our segment reporting structure consists of three operating and reportable segments, which are listed below, as well as a Corporate expense category, which includes certain costs that are not allocated to the reportable segments:

•Research

•Learning

•Held for Sale or Sold

~~Segment~~Our ~~information~~President and Chief Executive Officer is asthe ~~follows:~~Company’s CODM. The performance metric used by our CODM to evaluate performance of our reportable segments is Adjusted Operating Income. The CODM uses Adjusted Operating Income during the annual budgeting process and evaluates budget and forecast-to-actual variances on a monthly basis to make decisions about the allocation of resources to our segments.

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
Revenue:
Research	$	267,544	$	256,199	$	794,738	$	771,673
Learning	137,082		146,334		422,910		404,594
Held for Sale or Sold	—		58,172		17,382		228,259
Total revenue	$	404,626	$	460,705	$	1,235,030	$	1,404,526
Adjusted Operating Income (Loss):
Research	$	65,669	$	57,098	$	180,412	$	169,481
Learning	37,764		37,513		116,135		85,051
Held for Sale or Sold	—		4,118		(3,578)		26,302
Total adjusted operating income by segment	$	103,433	$	98,729	$	292,969	$	280,834
Depreciation and Amortization:
Research	$	21,918	$	22,029	$	66,999	$	67,909
Learning	10,761		13,812		32,952		41,338
Held for Sale or Sold(1)	—		—		—		3,437
Total depreciation and amortization	32,679		35,841		99,951		112,684
Corporate depreciation and amortization(2)	3,795		9,633		10,494		16,692
Total depreciation and amortization	$	36,474	$	45,474	$	110,445	$	129,376

Our significant expense categories that are included within Adjusted Operating Income include cost of sales, direct expenses, allocated expenses from our Corporate expense category, and amortization of intangible assets. The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(1)			We ceased to record depreciation and amortization of long-lived assets for these businesses as of the date the assets were classified as held-for-sale.
(2)			As a result of our decision to discontinue the use of certain capitalized software included in Technology, property, and equipment, net on our Unaudited Condensed Consolidated Statement of Financial Position, we recorded a pretax noncash impairment charge of $6.4 million in the three and nine months ended January 31, 2024. The impairment charge was included in Corporate depreciation and amortization reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

The following tables present a summary of our Adjusted Operating Income (Loss) by segment, and the reconciliation to Income before taxes:


	Three months ended July 31, 2025
	Research		Learning		Held for Sale or Sold		Total
Revenue	$	281,692	$	115,108	$	—	$	396,800
Cost of sales	80,753		28,506		—		109,259
Direct expenses	88,587		34,581		—		123,168
Allocated Corporate expenses	44,981		28,279		—		73,260
Amortization of intangible assets	11,123		2,087		—		13,210
Adjusted Operating Income by segment	$	56,248	$	21,655	$	—	$	77,903
Reconciliation of Adjusted Operating Income by segment to Income before taxes
Adjusted unallocated Corporate expenses(1)							(43,902)
Restructuring and related charges(2)							(3,038)
Interest expense							(11,042)
Net foreign exchange transaction losses							(971)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale							(1,116)
Other expense, net							(127)
Income before taxes							$	17,707

INDEX

The following table shows a reconciliation of our Adjusted Operating Income by Segment to Income (Loss) Before Taxes:


	Three months ended July 31, 2024
	Research		Learning		Held for Sale or Sold		Total
Revenue	$	265,309	$	124,314	$	14,186	$	403,809
Cost of sales	70,722		32,028		6,470		109,220
Direct expenses	86,437		37,933		7,961		132,331
Allocated Corporate expenses	41,892		29,808		2,274		73,974
Amortization of intangible assets	11,042		2,045		—		13,087
Adjusted Operating Income (Loss) by segment	$	55,216	$	22,500	$	(2,519)	$	75,197
Reconciliation of Adjusted Operating Income by segment to Income before taxes
Adjusted unallocated Corporate expenses(1)							(42,354)
Restructuring and related charges(2)							(3,870)
Interest expense							(12,787)
Net foreign exchange transaction gains							234
Net gain on sale of businesses and impairment charges related to assets held-for-sale							5,801
Other income, net							782
Income before taxes							$	23,003

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
(1)	Corporate expenses include certain costs that are not allocated to the reportable segments.
	2025		2024		2025		2024
(2)	See Note 9, “Restructuring and Related Charges” for these charges by segment.
Adjusted Operating Income by Segment	$	103,433	$	98,729	$	292,969	$	280,834
Adjustments:
Corporate expenses(1)	(46,028)		(48,578)		(134,961)		(136,873)
Impairment of goodwill(2)	—		(81,754)		—		(108,449)
Restructuring and related charges(2)	(5,574)		(14,808)		(13,071)		(52,033)
Interest expense	(14,027)		(13,321)		(41,277)		(37,592)
Net foreign exchange transaction (losses) gains	(4,222)		488		(7,316)		(3,489)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	(15,930)		(52,404)		(9,760)		(179,747)
Other income (expense), net	1,021		(648)		4,029		(3,700)
Income (Loss) Before Taxes	$	18,673	$	(112,296)	$	90,613	$	(241,049)

(1)			Corporate expenses includes certain costs that are not allocated to the reportable segments.
(2)			See Note 9, “Restructuring and Related Charges” and Note 12, “Goodwill and Intangible Assets” for these charges by segment.

See Note 4, “Revenue Recognition, Contracts with Customers,” for revenue from contracts with customers disaggregated by segment and product type for the three months ended July 31, 2025 and 2024.

~~See~~The ~~Note~~following 4,tables ~~“Revenue~~present ~~Recognition,~~a ~~Contracts~~summary ~~with~~of ~~Customers,”~~depreciation ~~for~~and ~~revenue~~amortization ~~from~~expense ~~contracts with customers disaggregated~~ by segment: ~~and product type for the three and nine months ended January 31, 2025 and 2024.~~


	Three Months Ended July 31,
	2025		2024
Research	$	23,385	$	22,559
Learning	9,844		11,294
Held for Sale or Sold(1)	—		—
Total depreciation and amortization	$	33,229	$	33,853
Corporate depreciation and amortization	3,217		3,400
Total depreciation and amortization	$	36,446	$	37,253


(1)			We ceased to record depreciation and amortization of long-lived assets for these businesses as of the date the assets were classified as held-for-sale.

INDEX

Note 11 — Inventories

Inventories, net consisted of the following:

	January 31, 2025		April 30, 2024
	July 31, 2025		April 30, 2025
Finished goods	$	26,~~068~~526	$	2427,~~295~~581
Work-in-process	~~414~~717		~~1,445~~632
Paper and other materials	~~195~~165		~~181~~124
Total inventories before estimated sales returns and LIFO reserve	$	2627,~~677~~408	$	2528,~~921~~337
Inventory value of estimated sales returns	64,~~163~~047		74,~~833~~042
LIFO reserve	(79,~~535~~504)		(79,~~535~~504)
Inventories, net	$	2521,~~305~~951	$	2622,~~219~~875

INDEX

Note 12 — Goodwill and Intangible Assets

Goodwill

The following table summarizes the activity in goodwill by segment as of ~~January~~July 31, 2025:

	April 30, 2024 (1)		Foreign Translation Adjustment		January 31, 2025
	April 30, 2025 (1)		Foreign Translation Adjustment		July 31, 2025
Research	$	~~607~~639,~~289~~434	$	(105,~~838~~441)	$	~~596~~633,~~451~~993
Learning	~~484~~482,~~079~~071		(1,~~355)~~763		~~482~~483,~~724~~834
Total excluding Held for Sale or Sold segment	1,091,368		(12,193)		1,079,175
Total	$	1,121,505	$	(3,678)	$	1,117,827
Held for Sale or Sold	—		—		—
Total including Held for Sale or Sold segment	$	1,091,368	$	(12,193)	$	1,079,175

(1) ~~The~~As of April 30, 2025, the Held for Sale or Sold segment goodwill balance asis ofzero. ~~April~~It ~~30, 2024~~ includes accumulated pretax noncash goodwill ~~impairment~~impairments of $318.2 million ~~which reduced the goodwill of all reporting units within the Held for Sale or Sold segment to zero~~.

Fiscal Year 2024

We recorded a goodwill impairment in the three and nine months ended January 31, 2024 of $81.7 million and $108.4 million, respectively. These charges are reflected in Impairment of goodwill on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

Wiley Edge Interim Impairment Test

As a result of signing the Edge Agreement and the decrease in the fair value of the business, in the three months ended January 31, 2024 we tested the goodwill of the Wiley Edge reporting unit for impairment. We concluded that the carrying value of the Wiley Edge reporting unit was above its fair value which resulted in a pretax noncash goodwill impairment of approximately $81.7 million in the three and nine months ended January 31, 2024. Such impairment reduced the goodwill of the Wiley Edge reporting unit to zero.

Change in Segment Reporting Structure and New Reporting Units

In the three months ended July 31, 2023, we reorganized our segments. Due to this realignment, we reallocated goodwill in the first quarter of fiscal year 2024 to our reporting units on a relative fair value basis.

As a result of this realignment, we were required to test goodwill for impairment immediately before and after the realignment. Since there were no changes to the Research reportable segment, no impairment test of the Research segment goodwill was required.

Prior to the realignment, the carrying value of the University Services reporting unit was above its fair value which resulted in a pretax noncash goodwill impairment of $11.4 million. Such impairment reduced the goodwill of the University Services reporting unit to zero. After the realignment, the carrying value of the CrossKnowledge reporting unit was above its fair value which resulted in a pretax noncash goodwill impairment of $15.3 million. Such impairment reduced the goodwill of the CrossKnowledge reporting unit to zero.

INDEX

Intangible Assets

Intangible assets, net were as follows:

	January 31, 2025		April 30, 2024 ⁽¹⁾
	July 31, 2025		April 30, 2025 ⁽¹⁾
Intangible assets with definite lives, net:
Content and publishing rights	$	~~401~~406,~~874~~917	$	~~431~~417,~~259~~982
Customer relationships	3332,~~443~~545		3935,~~709~~041
Developed technology	1410,~~577~~912		1912,~~522~~406
Brands and trademarks	54,~~194~~869		5,~~734~~054
Covenants not to compete	133		349
Total intangible assets with definite lives, net	455,~~101~~246		~~496~~470,~~258~~492
Intangible assets with indefinite lives:
Brands and trademarks	37,000		37,000
Publishing rights	8088,~~022~~085		8287,~~436~~552
Total intangible assets with indefinite lives	~~117~~125,~~022~~085		~~119~~124,~~436~~552
Total intangible assets, net	$	~~572~~580,~~123~~331	$	~~615~~595,~~694~~044

(1) The developed technology balance as of April 30, ~~2024~~2025 is presented net of accumulated impairments and write-offs of $2.8 million. The indefinite-lived brands and trademarks balance as of April 30, ~~2024~~2025 is net of accumulated impairments of $93.1 million.

3126

INDEX

Note 13 — Income Taxes

The Company's effective income tax rate for the three ~~and nine~~ months ended ~~January~~July 31, 2025, ~~respectively,~~ was ~~222~~33.9% ~~and 82.3%~~ compared with (1106.4)2% ~~and 6.4%~~ for the three ~~and nine~~ months ended ~~January~~July 31, 2024~~, respectively~~.

The change in the effective income tax rate for the three ~~and nine~~ months ended ~~January~~July 31, 2025 compared to the three ~~and nine~~ months ended ~~January~~July 31, 2024 was primarily ~~driven~~due byto year-to-date US ordinary losses ~~in the period ended January 31~~, ~~2025 for~~ which itare isexpected ~~more~~to ~~likely than not that no tax benefit can~~ be ~~recognized~~offset asby aordinary ~~result~~income ofduring the ~~valuation~~remainder ~~allowance~~of ~~recorded against~~ the ~~net~~current ~~deferred~~fiscal ~~tax assets~~year.

Enactment of the "One Big Beautiful Bill Act" (OBBBA)

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.

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 for the first 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.

Note 14 — Retirement Plans

The components of net pension expense for our defined benefit plans were as follows:

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
Service cost	$	~~130~~117	$	~~134~~166	$	~~434~~	$	~~400~~
Interest cost	7,~~177~~080		67,~~963~~128		~~21,348~~		~~20,782~~
Expected return on plan assets	(6,~~937~~749)		(76,~~458~~968)		~~(20,788)~~		~~(22,347)~~
Amortization of prior service cost	(2324)		(2419)		~~(64)~~		~~(71)~~
Amortization of net actuarial loss	2,~~103~~109		2,~~046~~059		~~6,193~~		~~6,072~~
Curtailment/settlement (credit)	—		—		(180)		—
Net pension expense	$	2,533	$	2,366
Net pension expense	$	2,450	$	1,661	$	6,943	$	4,836

InThe ~~the~~service ~~nine~~cost ~~months~~component ~~ended~~of ~~January 31,~~net ~~2025,~~pension ~~due~~expense tois ~~the~~reflected ~~sale~~in ofOperating ~~the~~and ~~CrossKnowledge~~administrative ~~business,~~expenses ~~there~~on ~~was~~our aUnaudited ~~curtailment~~Condensed ~~and~~Consolidated aStatements ~~settlement~~of ~~credit~~Net ~~due~~Income to(Loss). ~~the~~The ~~divestment~~other components of net pension expense are reported separately from the ~~CrossKnowledge~~service ~~Pension~~cost ~~Plan~~component ofand $0below Operating income.~~2 million~~ ~~which~~Such isamounts ~~primarily~~are reflected in Other ~~income~~ (expense) income, net on our Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~.

~~The~~Employer ~~service~~defined ~~cost~~benefit ~~component of net~~ pension ~~expense~~plan iscontributions ~~reflected~~were in$1.1 ~~Operating~~million and ~~administrative expenses on our Unaudited Condensed Consolidated Statements of Net (Loss) Income~~$3.6 ~~The~~million ~~other~~for ~~components~~the ofthree ~~net~~months ~~pension~~ended ~~expense~~July 31, ~~are~~2025 ~~reported separately from the service cost component~~ and ~~below Operating income (loss). Such amounts are reflected in Other income (expense)~~2024, ~~net on our Unaudited Condensed Consolidated Statements of Net (Loss) Income~~respectively.

Employer defined benefit pension plan contributions were $3.7 million and $11.2 million for the three and nine months ended January 31, 2025, respectively, and $3.9 million and $11.6 million for the three and nine months ended January 31, 2024, respectively.

Defined Contribution Savings Plans

The expense for employer defined contribution savings plans was $56.57 million and $177.93 million for the three ~~and nine~~ months ended ~~January~~July 31, 2025, ~~respectively,~~ and ~~$7.1 million and $21.5 million for the three and nine months ended January 31,~~ 2024, respectively.

3227

INDEX

Note 15 — Debt and Available Credit Facilities

Our total debt outstanding consisted of the amounts set forth in the following table:

	January 31, 2025		April 30, 2024
	July 31, 2025		April 30, 2025
Short-term portion of long-term debt (1)	$	10,000	$	7,500
Short-term portion of long-term debt(1)	$	10,000	$	10,000
Term loan A - Amended and Restated CA (2)	177,041		184,418
Term loan A - Amended and Restated CA(2)	172,122		174,581
Revolving credit facility - Amended and Restated CA	~~700~~646,~~164~~150		~~582~~614,~~678~~854
Total long-term debt, less current portion	~~877~~818,~~205~~272		~~767~~789,~~096~~435
Total debt	$	~~887~~828,~~205~~272	$	~~774~~799,~~596~~435

(1)			Relates to our term loan A under the Amended and Restated CA.
(2)			Amounts are shown net of unamortized issuance costs of $0.54 million as of ~~January~~July 31, 2025 and $0.64 million as of April 30, ~~2024~~2025.

Amended and Restated CA

On November 30, 2022, we entered into the second amendment to the Third Amended and Restated Credit Agreement (collectively, the Amended and Restated CA). The Amended and Restated CA provided for senior unsecured credit facilities comprised of (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.

Under the terms of the Amended and Restated CA, which can be drawn in multiple currencies, we have the option of borrowing at the following floating interest rates depending on the currency borrowed: (i) at a rate based on the US Secured Overnight Financing Rate (SOFR), the Sterling Overnight Index Average Rate (SONIA) or a EURIBOR-based rate, each rate plus an applicable margin ranging from 0.98% to 1.50%, depending on our consolidated net leverage ratio, as defined, or (ii) at the lender’s base rate plus an applicable margin ranging from zero to 0.50%, depending on our consolidated net leverage ratio. With respect to SOFR loans, there is a SOFR adjustment of between 0.10% and 0.25% depending on the duration of the loan. The lender’s base rate is defined as the highest of (i) the US federal funds effective rate plus a 0.50% margin, (ii) the Daily SOFR rate, as defined, plus a 1.00% margin, or (iii) the Bank of America prime lending rate. In addition, we pay a facility fee for the Amended and Restated CA ranging from 0.15% to 0.25% depending on our consolidated net leverage ratio. We also have the option to request an increase in the revolving credit facility by an amount not to exceed $500 million, in minimum increments of $50 million, subject to the approval of the lenders.

The Amended and Restated CA contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio, which we were in compliance with as of ~~January~~July 31, 2025.

The amortization expense of the costs incurred related to the Amended and Restated CA related to the lender and non-lender fees is recognized over a five-year term for credit commitments that mature in November 2027 and an 18-month term for credit commitments that matured in May 2024. Total amortization expense included in Interest expense on our Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~ is as follows:

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
Amortization expense	$	284	$	~~316~~293	$	~~861~~	$	~~936~~

Lines of Credit

We have other lines of credit aggregating $1.0 million at various interest rates. There were no outstanding borrowings under these credit lines at ~~January~~July 31, 2025 and April 30, ~~2024~~2025.

As of ~~January~~July 31, 2025, our total available lines of credit including the Amended and Restated RCA were approximately $1,~~303~~298.30 million, of which approximately $~~415~~469.64 million was unused. We had letters of credit of $0.25 million outstanding under the Amended and Restated CA, and the aggregate stated amount outstanding of these letter of credits reduces the total borrowing base available under the Amended and Restated CA.

The weighted average interest rates on total debt outstanding during the three ~~and nine~~ months ended ~~January~~July 31, 2025 ~~were 5.96%~~ and ~~6.05%, respectively. The weighted average interest rates on total debt outstanding during the three and nine months ended January 31,~~ 2024 were 5.6649% and 56.5219%, respectively. As of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, the weighted average interest rates for total debt were 5.7549% and 65.0757%, respectively.

Based on estimates of interest rates currently available to us for loans with similar terms and maturities, the fair value of our debt approximates its carrying value.

3328

INDEX

Note 16 — Derivative Instruments and Hedging Activities

From time to time, we enter into foreign exchange forward and interest rate swap contracts as a hedge against foreign currency asset and liability commitments, changes in interest rates, and anticipated transaction exposures, including intercompany purchases. All derivatives are recognized as assets or liabilities and measured at fair value. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding adjustment to earnings. We do not use financial instruments for trading or speculative purposes.

Interest Rate Contracts

As of ~~January~~July 31, 2025, we had total debt outstanding of $~~887~~828.23 million, net of unamortized issuance costs of $0.54 million. The $~~887~~828.7 million of debt outstanding are variable rate loans under the Amended and Restated CA. The carrying value of the debt approximates fair value.

As of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, the interest rate swap agreements we maintained were designated as fully effective cash flow hedges as defined under ASC Topic 815, “Derivatives and Hedging.” As a result, the impact on our Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~ from changes in the fair value of the interest rate swaps was fully offset by changes in the interest expense on the underlying variable rate debt instruments. It is management’s intention that the notional amount of interest rate swaps be less than the variable rate loans outstanding during the life of the derivatives.

~~The~~As ~~following~~of ~~table~~both ~~summarizes~~July 31, ~~our~~2025 and April 30, 2025, we had interest rate swaps outstanding with a combined notional amount of $500.0 million that were designated as cash flow hedges:.

			Notional Amount
Hedged Item	Date entered into	Nature of Swap	January 31, 2025		April 30, 2024		Fixed Interest Rate		Variable Interest Rate
Amended and Restated CA	May 15, 2024	Pay fixed/receive variable	$	50,000	$	—	4.288	%	1-month SOFR reset every month for a 3-year period ending July 15, 2027
Amended and Restated CA (1)	April 09, 2024	Pay fixed/receive variable	50,000		50,000		4.243	%	1-month SOFR reset every month for a 3-year period ending July 15, 2027
Amended and Restated CA	January 31, 2024	Pay fixed/receive variable	50,000		50,000		3.700	%	1-month SOFR reset every month for a 3-year period ending April 15, 2027
Amended and Restated CA	January 24, 2024	Pay fixed/receive variable	50,000		50,000		3.774	%	1-month SOFR reset every month for a 3-year period ending April 15, 2027
Amended and Restated CA	January 05, 2024	Pay fixed/receive variable	50,000		50,000		3.689	%	1-month SOFR reset every month for a 3-year period ending April 15, 2027
Amended and Restated CA	December 19, 2023	Pay fixed/receive variable	50,000		50,000		3.850	%	1-month SOFR reset every month for a 3-year period ending January 15, 2027
Amended and Restated CA	March 15, 2023	Pay fixed/receive variable	50,000		50,000		3.565	%	1-month SOFR reset every month for a 3-year period ending April 15, 2026
Amended and Restated CA	March 14, 2023	Pay fixed/receive variable	50,000		50,000		4.053	%	1-month SOFR reset every month for a 3-year period ending March 15, 2026
Amended and Restated CA	March 13, 2023	Pay fixed/receive variable	50,000		50,000		3.720	%	1-month SOFR reset every month for a 3-year period ending March 15, 2026
Amended and Restated CA	December 13, 2022	Pay fixed/receive variable	50,000		50,000		3.772	%	1-month SOFR reset every month for a 3-year period ending December 15, 2025
Amended and Restated CA	June 16, 2022	Pay fixed/receive variable	—		100,000		3.467	%	1-month SOFR reset every month for a 2-year period ending May 15, 2024
			$	500,000	$	550,000

(1) As of April 30, 2024, this interest rate swap agreement was considered a forward starting contract as the effective date was July 15, 2024.

We record the fair value of our interest rate swaps on a recurring basis using Level 2 inputs of quoted prices for similar assets or liabilities in active markets. The fair value of our interest rate swaps designated as cash flow hedges are reflected on our Unaudited Condensed Consolidated Statements of Financial Position as follows:

Asset (Liability)	Balance Sheet Location	~~January~~July 31, 2025		April 30, ~~2024~~2025
Current asset portion	Prepaid expenses and other current assets	$	~~168~~516	$	~~154~~197
Non-current asset portion	Other non-current assets	~~1,647~~100		~~9,686~~—
Non-current liability portion	Other long-term liabilities	(585)		—
Current liability portion	Other accrued liabilities	—		(118)
Total cash flow hedges		$	1,230	$	9,840
Non-current liability portion	Other long-term liabilities	(1,117)		(3,438)
Total cash flow hedges		$	(501)	$	(3,358)

The effect of our interest rate swaps on our Unaudited Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ Income and Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~ are as follows:

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
Amount of pretax gains (losses) recognized in Other comprehensive (loss) income	$	1,994	$	(3,198)	$	(4,156)	$	4,894
Amount of pretax gains (losses) recognized in Other comprehensive income	$	3,434	$	(6,360)
Amount of pretax gains reclassified from Accumulated other comprehensive loss into Interest expense	$	~~829~~587	$	31,~~260~~715	$	~~4,200~~	$	~~9,331~~

Foreign Currency Contracts

We may enter into foreign currency forward contracts to manage our exposure on certain foreign currency denominated assets and liabilities. The foreign currency forward exchange contracts are marked to market through Net foreign exchange transaction (losses) gains on our Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~ and carried at fair value on our Unaudited Condensed Consolidated Statements of Financial Position. Foreign currency denominated assets and liabilities are remeasured at spot rates in effect on the balance sheet date, with the effects of changes in spot rates reported in Net foreign exchange transaction (losses) gains on our Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~.

As of ~~January~~July 31, 2025, and April 30, ~~2024~~2025, we did not maintain any open foreign currency forward contracts. In addition, we did not maintain any open foreign currency forward contracts during the ~~nine~~three months ended ~~January~~July 31, 2025 and 2024.

3429

INDEX

Note 17 — Capital Stock and Changes in Capital Accounts

Share Repurchases

During the three months ended July 31, 2025, our Board of Directors approved an additional share repurchase program of $250 million of Class A or B Common Stock. No share repurchases were made under this program during the three months ended July 31, 2025. The share repurchase program is in addition to the share repurchase program approved by our Board of Directors during the year ended April 30, 2020 of $200 million of Class A or B Common Stock. As of July 31, 2025, we had authorization from our Board of Directors to purchase up to $43.4 million that was remaining under this program.

The following table summarizes the share repurchases of Class A and Class B Common Stock (shares in thousands):

	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024		~~2025~~		~~2024~~
Shares repurchased - Class A	~~226~~331		~~203~~295		~~782~~		~~870~~
Shares repurchased - Class B	1		1—		2		2
Average Price - Class A and Class B	$	4442.1022	$	3142.9234	$	~~44.66~~	$	~~33.24~~

The average price per share excludes excise taxes payable on share repurchases and may differ from the share repurchases reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows. As of July 31, 2025, total shares repurchased include unsettled purchases.

Dividends

We declared and paid quarterly cash dividends on our Class A and Class B Common Stock for a total of $5719.20 million and $5719.92 million in the ~~nine~~three months ended ~~January~~July 31, 2025 and 2024, respectively.

INDEX

Changes in Common Stock

The following is a summary of changes during the ~~nine~~three months ended ~~January~~July 31, in shares of our common stock and common stock in treasury (shares in thousands):

Changes in Class A Common Stock:	2025	2024
Number of shares, beginning of year	70,~~259~~312	70,~~231~~259
Common stock class conversions	30—	718
Number of shares issued, end of period	70,~~289~~312	70,~~238~~277
Changes in Class A Common Stock in treasury:
Number of shares held, beginning of year	2425,~~828~~687	2324,~~983~~828
Restricted shares issued under stock-based compensation plans	(~~266~~259)	(~~467~~240)
Impact of tax withholding on stock-based compensation and other	5992	~~133~~92
Purchases of treasury shares	~~782~~331	~~870~~295
Number of shares held, end of period	25,~~403~~851	24,~~519~~975
Number of Class A Common Stock outstanding, end of period	44,~~886~~461	45,~~719~~302

Changes in Class B Common Stock:	2025	2024
Number of shares, beginning of year	12,~~923~~870	12,~~951~~923
Common stock class conversions	~~(30)~~—	(718)
Number of shares issued, end of period	12,~~893~~870	12,~~944~~905
Changes in Class B Common Stock in treasury:
Number of shares held, beginning of year	34,~~928~~101	3,~~925~~928
Purchases of treasury shares	21	2—
Number of shares held, end of period	34,~~930~~102	3,~~927~~928
Number of Class B Common Stock outstanding, end of period	8,~~963~~768	98,~~017~~977

3531

INDEX

Note 18 — Commitments and Contingencies

Legal Proceedings

We are involved in routine litigation in the ordinary course of our business. A provision for litigation is accrued when information available to us indicates that it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment may be required to determine both the probability and estimates of loss. When the amount of the loss can only be estimated within a range, the most likely outcome within that range is accrued. If no amount within the range is a better estimate than any other amount, the minimum amount within the range is accrued. When uncertainties exist related to the probable outcome of litigation and/or the amount or range of loss, we do not record a liability, but disclose facts related to the nature of the contingency and possible losses if management considers the information to be material. Reserves for legal defense costs are recognized when incurred. The accruals for loss contingencies and legal costs are reviewed regularly and may be adjusted to reflect updated information on the status of litigation and advice of legal counsel. In the opinion of management, the ultimate resolution of all pending litigation as of ~~January~~July 31, 2025, will not have a material effect upon our consolidated financial condition or results of operations.

36Note 19 — Subsequent Event

Anthropic Class-Action Lawsuit

In August 2024, certain authors filed a class-action lawsuit against Anthropic in the US District Court for the Northern District of California. They alleged that Anthropic used their copyrighted content, obtained through piracy, to train its AI models. In August 2025, a settlement in principle was reached and the parties are ordered to submit preliminary settlement details to the court on September 5, 2025, and a hearing is scheduled for preliminary approval of the settlement on September 8, 2025. We are aware that our content is included in the pirated copyrighted content and are closely monitoring these proceedings. We are currently unable to provide an estimate of our portion of the settlement.

INDEX

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read together with our Condensed Consolidated Financial Statements and related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our ~~2024~~2025 Form 10-K and our Consolidated Financial Statements and related notes set forth in Item 8 of Part II of our ~~2024~~2025 Form 10-K. See Part II, Item 1A, “Risk Factors,” below and “Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995,” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. All amounts and percentages are approximate due to rounding and all dollars are in thousands, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Unaudited Condensed Consolidated Financial Statements,” unless the context indicates otherwise.

OVERVIEW

Wiley is ~~one~~a leading global provider of ~~the~~authoritative ~~world’s~~content, ~~largest~~data-driven ~~publishers~~insights, and aknowledge ~~global~~services ~~leader~~for inthe ~~research~~advancement of science 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 empowers knowledge seekers to transform today’s biggest obstacles into tomorrow’s brightest opportunities. For more than two centuries, the Company has been delivering on its timeless mission to unlock human potential. Wiley is a predominantly digital company with over 83% of its ~~revenue~~Adjusted Revenue for the year ended April 30, ~~2024~~2025 generated by digital products and services ~~excluding the Held for Sale or Sold segment revenue~~. For the year ended April 30, ~~2024~~2025, 48% of ~~revenue~~Adjusted ~~excluding~~Revenue ~~the Held for Sale or Sold segment 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.

On June 1, 2023, Wiley’s Board of Directors approved a plan to divest certain businesses that we determined are non-core businesses. Those businesses are University Services, Wiley Edge, and CrossKnowledge. On January 1, 2024 we completed the sale of University Services. On May 31, 2024 we completed the sale of Wiley Edge with the exception of its India operations which sold on August 31, 2024. On August 31, 2024 we completed the sale of CrossKnowledge.

We report financial information for the following segments, as well as a Corporate category, which includes certain costs that are not allocated to the reportable segments:

•Research includes the reporting lines of Research Publishing and Research Solutions;

•Learning includes the Academic and Professional reporting lines and consists of publishing, courseware, and ~~related knowledge solutions;~~assessments.

•Wiley also reports a Held for Sale or Sold ~~includes~~segment, ~~businesses~~which ~~sold~~primarily inincludes ~~fiscal~~non-core ~~year~~businesses ~~2025~~ which ~~includes~~were ~~CrossKnowledge~~classified ~~and~~as ~~Wiley~~held-for-sale ~~Edge~~until ~~and~~the indate ~~fiscal~~of ~~year~~sale, ~~2024~~as ~~which~~well ~~includes~~other ~~University~~businesses ~~Services~~which ~~and~~were ~~Tuition Manager~~sold.

Through the Research segment, we provide peer-reviewed scientific, technical, and medical (STM) ~~publishing~~journals, content platforms, and related ~~services~~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, ~~digital courseware~~ to ~~libraries~~researchers, ~~corporations~~professionals, and students, ~~professionals,~~digital ~~and~~courseware ~~researchers,~~for asinstructors ~~well~~and asstudents, and assessment services to businesses and professionals.

Wiley’s business strategies are tightly aligned with ~~healthy~~consistent ~~solid~~long-term growth trends, including ever-increasing global research and development (R&D) ~~spend~~investment, leading to ~~consistent~~ growth in scientific research output, ~~the transition to open research,~~ and the ~~increasing~~number ~~application~~ of ~~new~~institutions ~~knowledge~~and ~~into~~researchers ~~solutions to solve real world problems~~worldwide. These strategies include ~~driving~~expanding our publishing ~~output~~program and journal portfolio to meet the global demand for peer-reviewed research, driving additional value in our subscription-based models for universities and ~~expanding~~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 ~~where the Company sees opportunity. We continue~~ to ~~implement~~meet ~~strategies~~targeted toopportunities ~~efficiently and effectively manage print revenue declines while driving growth~~ in ~~our~~education ~~digital~~and ~~lines~~professional ~~of business~~development.

3733

INDEX

RESULTS OF OPERATIONS – THREE MONTHS ENDED ~~JANUARY~~JULY 31, 2025

~~THIRD~~FIRST QUARTER SUMMARY

•US GAAP Results: Consolidated Revenue of $~~404~~396.68 million (-122%, compared with the prior year), decrease due to the divested businesses, Operating Income of $5131.80 million ($+~~98.2 million~~7%, compared with the prior year ~~operating loss~~), and Diluted ~~Loss~~Earnings per Share of $(0.~~43)~~22 (+$10.6525 per share, compared with the prior year diluted loss per share).

•Adjusted Results at Constant Currency (excluding Held for Sale or Sold segment results): Adjusted Revenue of $~~404~~396.68 million (+1%, compared with the prior year), Adjusted Operating Income of $5734.40 million (~~+27~~-2%, compared with the prior year), Adjusted EBITDA of $9370.94 million (+4-3%, compared with the prior year), and Adjusted EPS of $0.8449 (+392%, compared with the prior year).

CONSOLIDATED RESULTS OF OPERATIONS

Revenue:

Revenue for the three months ended ~~January~~July 31, 2025, decreased $567.10 million, or 122%, as compared with the prior year. On a constant currency basis, revenue decreased 123% as compared with the prior year. Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue increased 1% on a constant currency basis. Artificial intelligence (AI) license revenue was $28.9 million for the three months ended July 31, 2025 as compared with $17.2 million in the prior year. The AI license revenue in the three months ended July 31, 2025 includes $15.7 million of revenue related to content which Wiley has licensed from other publishers.

Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue increased 1% on a constant currency basis.

On a constant currency basis excluding the $9 million content rights project for training GenAI large language models, Adjusted Revenue for the three months ended January 31, 2025 decreased 1% as compared with the prior year.

Adjusted Revenue

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

	Three Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
US GAAP Revenue, net	$	~~404~~396,~~626~~800	$	~~460~~403,~~705~~809
Less: Held for Sale or Sold segment (1)	—		(5814,~~172~~186)
Non-GAAP Adjusted Revenue, net	$	~~404~~396,~~626~~800	$	~~402~~389,~~533~~623


(1)			Our Adjusted Revenue, net excludes the impact of our Held for Sale or Sold segment revenue.

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

Cost of Sales:

Cost of sales for the three months ended ~~January~~July 31, 2025 of $~~104~~109.23 million ~~decreased~~was ~~$39.4~~flat ~~million, or 27%,~~ as compared with the prior year. On a constant currency basis, cost of sales decreased 271% as compared with the prior year. ~~This was~~ primarily due to the prior year including employee ~~and marketing~~ costs related to the ~~University~~Wiley ~~Services~~Edge business which was sold on ~~January~~May 131, 2024 ~~and~~, topartially aoffset ~~lesser~~by ~~extent,~~higher ~~lower~~royalty ~~employee~~ costs ~~related~~on toAI ~~the~~license ~~Wiley~~revenue ~~Edge~~from ~~business~~content ~~which~~licensed ~~was~~from ~~sold~~other ~~on May 31, 2024~~publishers.

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales ~~decreased~~increased 46% as compared with the prior year on a constant currency basis primarily due to ~~lower~~higher royalty costs ~~and,~~as todescribed ~~a lesser extent, lower product development and print product costs~~above.

INDEX

Operating and Administrative Expenses:

Operating and administrative expenses for the three months ended ~~January~~July 31, 2025 of $~~230~~240.03 million decreased $238.45 million, or 93% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 95% as compared with the prior year primarily due to lower employee ~~related~~ costs ~~and, to a lesser extent, lower depreciation, and technology related costs, partially offset by higher professional fees~~.

Excluding operating and administrative expenses from the Held for Sale or Sold segment, operating and administrative expenses decreased 1% as compared with the prior year on a constant currency basis primarily due to lower depreciation and, to a lesser extent, technology related costs, partially offset by higher professional fees.34

~~Impairment of Goodwill:~~INDEX

WeExcluding ~~recorded~~operating anand ~~impairment~~administrative ofexpenses ~~goodwill~~from in the ~~three~~Held ~~months~~for ~~ended~~Sale ~~January 31~~or Sold segment, ~~2024~~operating ofand ~~$81.7~~administrative ~~million.~~expenses ~~This~~decreased ~~charge~~1% isas ~~reflected~~compared inwith the ~~Impairment~~prior ofyear ~~goodwill~~on a constant currency basis primarily due to lower employee costs and, to a lesser extent, lower bad debt expense in ~~the~~Learning ~~Unaudited~~and ~~Condensed~~travel ~~Consolidated~~and ~~Statements~~entertainment ofexpenses, ~~Net~~partially ~~(Loss)~~offset ~~Income~~by higher professional fees.

As a result of signing a stock and asset purchase agreement to sell Wiley Edge (Edge Agreement) with Inspirit Vulcan Bidco Limited, a private limited company incorporated in England & Wales, and the decrease in the fair value of the business, we tested the goodwill of the Wiley Edge reporting unit within the Held for Sale or Sold segment for impairment. We concluded that the carrying value of the Wiley Edge reporting unit was above its fair value which resulted in a pretax noncash goodwill impairment of $81.7 million in the three months ended January 31, 2024. Such impairment reduced the goodwill of the Wiley Edge reporting unit to zero.

Restructuring and Related Charges:

We recorded restructuring and related charges in the three months ended ~~January~~July 31, 2025 and 2024 of $53.60 million and $143.89 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~.

Global Restructuring Program

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 reduced our real estate square footage occupancy by approximately 35%.

~~Excluding~~In ~~actions~~the ~~related~~fourth toquarter ~~the~~of ~~Held~~fiscal ~~for~~year ~~Sale~~2025, orthe ~~Sold~~program ~~segment,~~was wefurther ~~anticipate~~extended due to ~~yield~~the ~~annualized~~completion ~~cost~~of ~~savings~~our ofdivestitures ~~approximately~~with ~~$90~~a ~~million~~focus on optimizing our cost structure, with ~~approximately~~particular ~~$80~~emphasis ~~million~~on ofaligning ~~that~~our totechnology becosts ~~realized~~and other corporate expenses. As a result of these initiatives, this ~~fiscal~~expanded ~~year~~program ~~from~~will ~~actions~~include ~~taken~~severance ~~starting~~related incharges, ~~fiscal~~facility-related ~~year~~costs ~~2024.~~associated with certain properties, and other activities.

~~For~~Excluding ~~the~~actions ~~three~~related ~~months~~to ~~ended~~the ~~January 31,~~Held ~~2025~~for ~~and~~Sale ~~2024~~or Sold segment, we ~~recorded~~anticipate ~~pretax~~to ~~restructuring~~yield ~~charges~~annualized ofcost ~~$5.6~~savings ~~million~~of ~~and~~approximately $~~14.4~~105 million, ~~respectively,~~of ~~related~~which towe ~~this~~expect ~~program~~that substantially all will be realized in fiscal year 2026 from actions taken starting in fiscal year 2024.

~~With~~For the ~~completion~~three ofmonths ~~our~~ended ~~divestitures~~July 31, we2025 ~~are~~and ~~now focused on optimizing our cost structure~~2024, ~~with~~we ~~particular~~recorded ~~emphasis~~pretax onrestructuring ~~aligning~~charges ~~our~~of ~~technology~~$3.1 ~~costs~~million and ~~other corporate expenses~~$7.5 ~~As a result of these initiatives~~million, ~~we expect to incur additional restructuring charges in future periods~~respectively, ~~as well ongoing facility-~~related ~~costs~~to ~~associated~~this ~~with certain properties~~program.

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

Business Optimization Program

For the three months ended ~~January~~July 31, 2025 and 2024, we recorded net pretax restructuring credits of less than $(0.1) million and ~~charges~~credits of $03.46 million, respectively, related to this program.

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

39For the impact of our restructuring programs on diluted earnings (loss) per share, see the section below, “Diluted Earnings (Loss) per Share.”

INDEX

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

Amortization of Intangible Assets:

Amortization of intangible assets was $13.02 million for the three months ended ~~January~~July 31, 2025, aan ~~decrease~~increase of $0.53 million, or 42%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 31% 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.

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

Operating income ~~was $51.8 million~~ for the three months ended ~~January~~July 31, 2025, ~~compared~~of ~~with~~$31.0 ~~the~~million ~~prior~~increased ~~year operating loss of~~ $462.40 million., ~~The~~or ~~increase~~7% ~~was~~as ~~primarily~~compared ~~due~~with to the ~~$81~~prior year.7 ~~million~~On ~~impairment~~a ofconstant ~~goodwill~~currency inbasis, operating income increased 9% as compared with the prior year,. ~~lower~~The ~~costs~~increase ofwas ~~sales,~~primarily ~~and~~due to lower operating and administrative expenses, partially offset by a decrease in revenue.

Adjusted OI on a constant currency basis increased 27% as compared with the prior year. The increase in Adjusted OI was primarily due to an increase in Adjusted Revenue and, to a lesser extent, lower cost of sales and operating and administrative expenses.35

Adjusted EBITDA on a constant currency basis increased 4% as compared with the prior year primarily due to an increase in Adjusted Revenue and, to a lesser extent, lower cost of sales, partially offset by higher operating and administrative expenses.

Adjusted OI

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

	Three Months EndedJanuary 31,
	2025		2024
US GAAP Operating Income (Loss)	$	51,831	$	(46,411)
Adjustments:
Restructuring and related charges	5,574		14,808
Impairment of goodwill	—		81,754
Held for Sale or Sold segment Adjusted Operating Income (1)	—		(4,118)
Non-GAAP Adjusted OI	$	57,405	$	46,033

(1) Our Adjusted OI excludes the impact of our Held for Sale or Sold segment Adjusted Operating Income.

INDEX

Adjusted OI on a constant currency basis decreased 2% as compared with the prior year. The decrease in Adjusted OI was primarily due to higher cost of sales, partially offset by an increase in Adjusted Revenue, and lower operating and administrative expenses.

Adjusted EBITDA on a constant currency basis decreased 3% as compared with the prior year primarily due to higher cost of sales, partially offset by an increase in Adjusted Revenue, and lower operating and administrative expenses.

Adjusted OI

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


	Three Months Ended July 31,
	2025		2024
US GAAP Operating Income	$	30,963	$	28,973
Adjustments:
Restructuring and related charges	3,038		3,870
Held for Sale or Sold segment Adjusted Operating Loss (1)	—		2,519
Non-GAAP Adjusted OI	$	34,001	$	35,362


(1)			Our Adjusted OI excludes the impact of our Held for Sale or Sold segment Adjusted Operating Loss.

Adjusted EBITDA

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

	Three Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
Net Loss	$	(22,954)	$	(113,875)
Net Income (Loss)	$	11,700	$	(1,436)
Interest expense	1411,~~027~~042		1312,~~321~~787
Provision for income taxes	416,~~627~~007		124,~~579~~439
Depreciation and amortization	36,~~474~~446		4537,~~474~~253
Non-GAAP EBITDA	6965,~~174~~195		~~(53~~73,~~501)~~043
Impairment of goodwill	—		81,754
Restructuring and related charges	3,038		3,870
Restructuring and related charges	5,574		14,808
Net foreign exchange transaction losses (gains)	971		(234)
Net foreign exchange transaction losses (gains)	4,222		(488)
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	1,116		(5,801)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	15,930		52,404
Other expense (income), net	127		(782)
Other (income) expense, net	(1,021)		648
Held for Sale or Sold segment Adjusted EBITDA (1)	—		2,519
Held for Sale or Sold segment Adjusted EBITDA (1)	—		(4,118)
Non-GAAP Adjusted EBITDA	$	70,447	$	72,615
Non-GAAP Adjusted EBITDA	$	93,879	$	91,507


(1)			Our Non-GAAP Adjusted EBITDA excludes the Held for Sale or Sold segment Non-GAAP Adjusted EBITDA.

Interest Expense:

Interest expense for the three months ended ~~January~~July 31, 2025, was $1411.0 million compared with the prior year of $1312.38 million. This ~~increase~~decrease was primarily due to a ~~higher~~lower weighted average effective interest rate and, to a lesser extent, a decrease in the total debt outstanding.

INDEX

Net Foreign Exchange Transaction (Losses) Gains:

Net foreign exchange transaction losses of $(41.20) million for the three months ended ~~January~~July 31, 2025 were primarily due to losses on our foreign currency denominated ~~intercompany~~third-party ~~accounts~~ receivable and payable balances and, ~~partially~~to ~~offset~~a bylesser ~~gains~~extent, losses on our foreign currency denominated ~~third~~intercompany ~~party~~ accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Net foreign exchange transaction gains of $0.52 million for the three months ended ~~January~~July 31, 2024 were primarily due to gains on our foreign currency denominated intercompany accounts receivable and payable balances, ~~partially~~ offset by losses on our third-party receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In fiscal year 2023 due to the closure of our operations in Russia, the Russia entity was deemed substantially liquidated. In the three months ended July 31, 2024, we wrote off an additional $0.5 million cumulative translation adjustment in earnings.

41Net (Loss) Gain on Sale of Businesses, Assets, and Impairment Charges Related to Assets Held-For-Sale:

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


	Three Months Ended July 31,
	2025		2024
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 related to assets held-for-sale	$	(1,116)	$	5,801

These charges are reflected in Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

On January 1, 2024 we completed the sale of University Services, which was included in our Held for Sale or Sold segment. On June 5, 2025 Wiley entered into an agreement with Metis Aggregator L.P. and Vistria AP Aggregator, LLC to sell the Seller Note, the fiscal year 2026 University Services Earnout, and the TVG Investment, and agreed with Upper Holdings and Academic Partnerships on the fiscal year 2025 University Services Earnout for total cash consideration of $119.5 million (Sale Agreement), which was fully paid in June 2025. As a result of this Sale Agreement, all amounts due to Wiley in accordance with the University Services Agreement have been settled. As a result of the sale of these assets, in the three months ended July 31, 2025, we recognized an additional pretax loss of $0.9 million. In the three months ended July 31, 2024, we recognized a reduction to the pretax loss on sale of $1.5 million due to third-party customer consents and working capital adjustments.

In the three months ended July 31, 2025, we completed the sale of an immaterial business which was included in our Research segment, for a pretax loss on sale of $0.2 million.

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the three months ended July 31, 2024, in connection with the held-for-sale classification prior to the sale, we recognized a reduction of the cumulative impairment charges of $4.4 million.

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. In the three months ended July 31, 2024, upon the completion of the sale, we recognized an additional loss of $0.2 million due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group.

INDEX

~~Net~~In ~~Loss~~the onthree ~~Sale~~months ofended ~~Businesses~~July 31, ~~Assets~~2024, ~~and~~there ~~Impairment~~was ~~Charges~~a ~~Related~~reduction toin ~~Assets~~the pretax loss on the sale of our Tuition Manager business previously in our Held~~-For-~~ for Sale: or Sold segment of $0.1 million due to a selling price adjustment for cash received after the closing.

For the three months ended January 31, 2025 and 2024, we recorded net pretax loss on sale of businesses, assets and impairment charges related to assets held-for-sale as follows:

	Three Months EndedJanuary 31,
	2025		2024
CrossKnowledge	$	275	$	(5,782)
Wiley Edge	(15,566)		(20,676)
University Services	(639)		(25,946)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(15,930)	$	(52,404)

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 (Loss) Income.

On August 31, 2024, we completed the sale of CrossKnowledge which was included in our Held for Sale or Sold segment. The pretax loss on sale was $51.2 million. In connection with the held-for-sale classification, we recognized cumulative impairment charges of $51.0 million which included $55.4 million recognized in fiscal year 2024 and a reduction of $4.4 million in the first quarter of fiscal year 2025. Upon the completion of the sale, we recognized a net gain of $4.2 million in the nine months ended January 31, 2025 due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group. We recognized a net gain of $0.3 million in the three months ended January 31, 2025 due to subsequent changes in the carrying amount of the disposal group.

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. The total pretax loss on sale was $34.2 million. In connection with the held-for-sale classification, we recognized cumulative impairment charges of $19.4 million. Upon the completion of the sale, we recognized a net loss of $14.8 million in the nine months ended January 31, 2025 primarily due to subsequent changes in the fair value less costs to sell, partially offset by the sale of the India operations. We recognized a net loss of $15.6 million in the three months ended January 31, 2025 due to subsequent changes in the fair value less costs to sell. In the three months ended January 31, 2025, we reduced the fair value of the Wiley Edge Earnout from $15.0 million at the time of sale to zero. See Note 3, "Divestitures" for further details.

On January 1, 2024, we completed the sale of University Services, which was included in our Held for Sale or Sold segment. The pretax loss on sale was $106.2 million which was reduced by $0.9 million during the nine months ended January 31, 2025 due to third-party customer consents, and working capital adjustments, partially offset by subsequent changes in the costs to sell. We recognized a loss of $0.6 million in the three months ended January 31, 2025 due to subsequent changes in the costs to sell.

In the three months ended January 31, 2024, we recorded a held-for-sale pretax impairment of $26.4 million which includes $20.6 million for Wiley Edge and $5.8 million for CrossKnowledge. The initial pretax loss on the sale of University Services was $101.4 million. Prior to the disposition, we had recorded a held-for-sale impairment of $75.4 million which resulted in an additional loss of $26.0 million in the three months ended January 31, 2024.

See Note 3, “Divestitures” for more details on the divestitures.

INDEX

Provision for Income Taxes:

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

	Three Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
US GAAP Income (Loss) Before Taxes	$	18,673	$	(112,296)
US GAAP Income Before Taxes	$	17,707	$	23,003
Pretax Impact of Adjustments:
Impairment of goodwill	—		81,754
Restructuring and related charges	3,038		3,870
Restructuring and related charges	5,574		14,808
Foreign exchange gains on intercompany transactions, including the write off of certain cumulative translation adjustments	(440)		(2,591)
Foreign exchange losses (gains) on intercompany transactions, including the write off of certain cumulative translation adjustments	5,239		(2,128)
Amortization of acquired intangible assets	13,210		12,969
Amortization of acquired intangible assets	13,042		13,580
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	1,116		(5,801)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	15,930		52,404
Held for Sale or Sold segment Adjusted Loss Before Taxes (1)	—		2,519
Held for Sale or Sold segment Adjusted Income Before Taxes (1)	—		(4,120)
Non-GAAP Adjusted Income Before Taxes	$	34,631	$	33,969
Non-GAAP Adjusted Income Before Taxes	$	58,458	$	44,002

(1) Our Adjusted Income Before Taxes excludes the Adjusted ~~Income~~Loss Before Taxes of our Held for Sale or Sold segment.

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:

	Three Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025			2024
US GAAP Income Tax Provision	$	416,~~627~~007		$	124,~~579~~439
Income Tax Impact of Adjustments(1):
Restructuring and related charges	~~404~~519			~~3,985~~749
Foreign exchange losses (gains) on intercompany transactions, including the write off of certain cumulative translation adjustments	260			(742)
Foreign exchange gains on intercompany transactions, including the write off of certain cumulative translation adjustments	(750)			(390)
Amortization of acquired intangible assets	12,~~910~~068			1,~~152~~809
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	154			6,508
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	54			(925)
Held for Sale or Sold segment Adjusted Tax Provision(2)	—			~~(1,252)~~372
Income Tax Adjustments
Impact of valuation allowance on the US GAAP effective tax rate(3)	~~(31,744)~~166			—(18,030)
Non-GAAP Adjusted Income Tax Provision	$	128,~~611~~064		$	118,~~230~~024
US GAAP Effective Tax Rate	~~222~~33.9		%	(1106.4)2		%
Non-GAAP Adjusted Effective Tax Rate	2123.63		%	2523.56		%

(1)			For the three months ended January 31, 2025 and 2024, substantially all of the tax impact was from deferred taxes.
(2)			Our Adjusted Income Tax Provision excludes the Adjusted Tax Provision of our Held for Sale or Sold segment.
(3)			In the three months ended January 31, 2025, there was a $31.7 million impact on the US GAAP effective tax rate due to the valuation allowance on deferred tax assets in the US.

INDEX

The US GAAP effective tax rate for the three months ended January 31, 2025, was 222.9% compared to (1.4)% for the three months ended January 31, 2024. The US GAAP effective tax rate for the three months ended January 31, 2025 was greater than the US GAAP effective tax rate for the three months ended January 31, 2024 primarily driven by US ordinary losses for which no tax benefit can be recognized as a result of the valuation allowance recorded against the net deferred tax assets.


(1)			For the three months ended July 31, 2025 and 2024, substantially all of the tax impact was from deferred taxes.
(2)			Our Adjusted Income Tax Provision excludes the Adjusted Tax Provision of our Held for Sale or Sold segment.
(3)			In the three months ended July 31, 2025 and 2024, there was a $0.2 million and $(18.0) million, respectively, impact on the US GAAP effective tax rate due to the valuation allowance on deferred tax assets in the US.

The ~~Non-~~US GAAP ~~Adjusted~~effective ~~Effective~~tax ~~Tax~~rate ~~Rate was 21.6%~~ for the three months ended ~~January~~July 31, 2025 was 33.9% compared to 25106.52% for the three months ended ~~January~~July 31, 2024. The ~~decrease~~US ~~in the Non-~~GAAP ~~Adjusted~~effective ~~Effective~~tax ~~Tax~~rate ~~Rate~~ for the three months ended ~~January~~July 31, 2025 ~~compared~~was ~~with~~lower than the US GAAP effective tax rate for the three months ended ~~January~~July 31, 2024 ~~was~~ primarily due to ~~the~~year-to-date ~~mix~~US ofordinary ~~income~~losses, ~~and~~which ~~the~~are ~~impact~~expected ofto abe ~~discrete~~offset ~~item~~by ~~related~~ordinary toincome during the ~~release~~remainder of athe ~~tax~~current ~~reserve~~fiscal year.

~~Diluted~~The ~~Loss~~Non-GAAP ~~per~~Adjusted ~~Share:~~Effective Tax Rate was 23.3% for the three months ended July 31, 2025 compared to 23.6% for the three months ended July 31, 2024. The decrease in the Non-GAAP Adjusted Effective Tax Rate for the three months ended July 31, 2025 compared with the three months ended July 31, 2024 was primarily due to the mix of income.

~~Diluted~~Enactment ~~loss~~of ~~per share for~~ the ~~three~~"One ~~months~~Big ~~ended~~Beautiful ~~January 31,~~Bill ~~2025~~Act" ~~was $~~(~~0.43~~OBBBA) per share compared with a loss per share of $(2.08) per share for the three months ended January 31, 2024. This increase was primarily due to operating income for the three months ended January 31, 2025 compared to an operating loss in the prior year, a decrease in the net loss on sale of businesses, and impairment charges related to assets held-for-sale, partially offset by an increase in the income tax provision in the three months ended January 31, 2025 compared to the three months ended January 31, 2024.

~~Below~~On isJuly a4, ~~reconciliation~~2025, President Trump signed into law the OBBBA. Key corporate tax provisions of ~~our~~the USOBBBA ~~GAAP~~include ~~Loss~~a ~~per~~handful ~~Share~~of toelective ~~Non-GAAP~~tax ~~Adjusted~~measures ~~EPS.~~such ~~The~~as ~~amount~~restoration of ~~the~~100% ~~pretax~~bonus depreciation, and the ~~related~~introduction ~~income~~of new Section 174A permitting immediate expensing of domestic research and experimental (R&E) expenditures. Other tax ~~impact~~measures ~~for~~include ~~the~~modifications ~~adjustments~~to ~~included~~Section in163(j) interest expense limitations, updates to the ~~table~~rules ~~below~~governing ~~are~~global ~~presented~~intangible inlow-taxed ~~the~~income ~~section~~(GILTI) ~~above~~and foreign-derived intangible income (FDII), ~~“Provision~~amendments ~~for~~to ~~Income~~energy ~~Taxes~~credit provisions, and the expansion of Section 162(m) aggregation requirements.”

	Three Months EndedJanuary 31,
	2025		2024
US GAAP Loss Per Share	$	(0.43)	$	(2.08)
Adjustments:
Impairment of goodwill	—		1.48
Restructuring and related charges	0.09		0.20
Foreign exchange losses (gains) on intercompany transactions, including the write off of certain cumulative translation adjustments	0.09		(0.03)
Amortization of acquired intangible assets	0.20		0.22
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	0.29		0.83
Held for Sale or Sold segment Adjusted Net Income(1)	—		(0.05)
Income tax adjustments	0.58		—
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (2)	0.02		0.02
Non-GAAP Adjusted EPS	$	0.84	$	0.59

(1)			Our Adjusted EPS excludes the Adjusted Net Income of our Held for Sale or Sold segment.
(2)			Represents the impact of using diluted weighted-average number of common shares outstanding (54.6 million and 55.3 million shares for the three months ended January 31, 2025 and 2024, respectively) included in the Non-GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.

On a constant currency basis, Adjusted EPS increased 39% primarily due to an increase in Adjusted Operating Income and, to a lesser extent, a lower Adjusted Effective Tax Rate, and an increase in interest income.

INDEX

SEGMENT OPERATING RESULTS

	Three Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
RESEARCH	2025		2024
Revenue:
Research Publishing	$	225,874	$	216,586	4	%	5	%
Research Solutions	41,670		39,613		5	%	6	%
Total Research Revenue	267,544		256,199		4	%	5	%
Cost of Sales	69,157		69,906		1	%	1	%
Operating Expenses	122,001		117,961		(3)	%	(4)	%
Amortization of Intangible Assets	10,717		11,234		5	%	4	%
Adjusted Operating Income	65,669		57,098		15	%	17	%
Depreciation and amortization	21,918		22,029		1	%	0	%
Adjusted EBITDA	$	87,587	$	79,127	11	%	12	%
Adjusted EBITDA Margin	32.7%		30.9%

Revenue:

Research revenue for the three months ended January 31, 2025 increased $11.3 million, or 4%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 5% as compared with the prior year. This increase was due to a content rights project for training GenAI large language models, author funded open access and, to a lesser extent, audience solutions, partially offset by institutional models. In the three months ended January 31, 2025 we recognized $9 million of GenAI revenue due to expanding a previously executed content licensing project for training. On a constant currency basis excluding GenAI revenue, Research revenue increased 2% as compared with the prior year. Open access article output growth was approximately 12% as compared with the prior year.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA increased 12% as compared with the prior year. This increase was primarily due to higher revenue, partially offset by higher employment costs.

INDEX

	Three Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
LEARNING	2025		2024
Revenue:
Academic	$	78,795	$	87,216	(10)	%	(9)	%
Professional	58,287		59,118		(1)	%	(1)	%
Total Learning Revenue	137,082		146,334		(6)	%	(6)	%
Cost of Sales	35,062		38,744		10	%	9	%
Operating Expenses	62,249		67,794		8	%	8	%
Amortization of Intangible Assets	2,007		2,283		12	%	12	%
Adjusted Operating Income	37,764		37,513		1	%	1	%
Depreciation and amortization	10,761		13,812		22	%	22	%
Adjusted EBITDA	$	48,525	$	51,325	(5)	%	(5)	%
Adjusted EBITDA Margin	35.4%		35.1%

Revenue:

Learning revenue decreased $9.3 million, or 6%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 6% as compared with the prior year. Academic revenue decreased due to lower licensing revenue and, to a lesser extent, a decrease in digital content sales, partially offset by an increase in zyBooks digital courseware. Professional revenue decreased due to lower licensing revenue, partially offset by an increase in print and digital content sales.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 5% as compared with the prior year. This decrease was primarily due to lower revenues and, to a lesser extent, an increase in employee costs, partially offset by lower royalty costs and a decrease in technology related costs.

INDEX

	Three Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)	Constant Currency % ChangeFavorable(Unfavorable)
HELD FOR SALE OR SOLD	2025		2024
Total Held for Sale or Sold Revenue	$	—	$	58,172	#	#
Cost of Sales	—		35,012		#	#
Operating Expenses	—		19,042		#	#
Adjusted Operating Income	—		4,118		#	#
Depreciation and amortization	—		—		#	#
Adjusted EBITDA	$	—	$	4,118	#	#
Adjusted EBITDA Margin	0.0%		7.1%

# Not meaningful

Revenue:

Revenue for Held for Sale or Sold decreased $58.2 million as compared with the prior year due to the sale of the University Services, Wiley Edge, and CrossKnowledge businesses.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased $4.1 million as compared with the prior year due to the sale of the University Services, Wiley Edge, and CrossKnowledge businesses.

	Three Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
CORPORATE EXPENSES	2025		2024
Operating Expenses	$	45,710	$	48,578	6	%	6	%
Amortization of Intangible Assets	318		—		#		#
Adjusted Corporate Expenses	(46,028)		(48,578)		5	%	5	%
Depreciation and amortization	3,795		9,633		61	%	61	%
Adjusted EBITDA	$	(42,233)	$	(38,945)	(8)	%	(9)	%

# Not meaningful

On a constant currency basis, adjusted corporate expenses of $42.2 million on an Adjusted EBITDA basis increased 9% with the prior year. This was primarily due to an increase in enterprise modernization and consulting fees related to strategic initiatives, including the re-engineering of our cost structure.

INDEX

RESULTS OF OPERATIONS – NINE MONTHS ENDED JANUARY 31, 2025

NINE MONTHS SUMMARY

•US GAAP Results: Consolidated Revenue of $1,235.0 million (-12%, compared with the prior year), Operating Income of $144.9 million (+$161.5 million, compared with the prior year operating loss), and Diluted Earnings per Share of $0.29 ($+4.39 per share, compared with the prior year diluted loss per share).

•Adjusted Results at Constant Currency (excluding Held for Sale or Sold segment results): Adjusted Revenue of $1,217.6 million (+3%, compared with the prior year), Adjusted Operating Income of $161.6 million (+38%, compared with the prior year), Adjusted EBITDA of $272.0 million (+12%, compared with the prior year), and Adjusted EPS of $2.28 (+43%, compared with the prior year).

CONSOLIDATED RESULTS OF OPERATIONS

Revenue:

Revenue for the nine months ended January 31, 2025, decreased $169.5 million, or 12%, as compared with the prior year. On a constant currency basis, revenue decreased 12% as compared with the prior year.

Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue increased 3% on a constant currency basis.

On a constant currency basis excluding $30 million in content rights projects for training GenAI large language models, Adjusted Revenue for the nine months ended January 31, 2025 increased 1% as compared with the prior year.

Adjusted Revenue

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

	Nine Months EndedJanuary 31,
	2025		2024
US GAAP Revenue, net	$	1,235,030	$	1,404,526
Less: Held for Sale or Sold segment (1)	(17,382)		(228,259)
Non-GAAP Adjusted Revenue, net	$	1,217,648	$	1,176,267

(1) Our Adjusted Revenue, net excludes the impact of our Held for Sale or Sold segment revenue.

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

Cost of Sales:

Cost of sales for the nine months ended January 31, 2025 of $320.4 million decreased $135.9 million, or 30%, as compared with the prior year. On a constant currency basis, cost of sales decreased 30% as compared with the prior year. This was primarily due to the prior year including employee and marketing costs related to the University Services business which was sold on January 1, 2024 and, to a lesser extent, lower employee costs related to the Wiley Edge business which was sold on May 31, 2024.

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales decreased 2% as compared with the prior year on a constant currency basis primarily due to lower product development and inventory related costs, partially offset by higher royalty costs in Learning.

INDEX

Operating and Administrative Expenses:

Operating and administrative expenses for the nine months ended January 31, 2025 of $717.7 million decreased $43.8 million, or 6% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 6% as compared with the prior year primarily reflecting lower employee related costs and, to a lesser extent, lower depreciation and amortization, and technology related costs, partially offset by higher professional fees.

Excluding operating and administrative expenses from the Held for Sale or Sold segment, operating and administrative expenses on a constant currency basis was consistent with the prior year primarily due to higher professional fees and, to a lesser extent, travel and entertainment costs, offset by lower depreciation and amortization, technology related costs, and employment costs.

Impairment of Goodwill:

We recorded an impairment of goodwill for the nine months ended January 31, 2024, of $108.4 million. This charge is reflected in the Impairment of goodwill in the Unaudited Condensed Consolidated Statements of Net (Loss) Income.

As a result of signing the Edge Agreement and the decrease in the fair value of the business, we tested the goodwill of the Wiley Edge reporting unit within the Held for Sale or Sold segment for impairment. We concluded that the carrying value of the Wiley Edge reporting unit was above its fair value which resulted in a pretax noncash goodwill impairment of approximately $81.7 million. Such impairment reduced the goodwill of the Wiley Edge reporting unit to zero.

In accordance with applicable accounting standards, we were required to test goodwill for impairment immediately before and after our segment realignment in the three months ended July 31, 2023. Prior to the realignment, we concluded that the fair value of the University Services reporting unit within the former Academic segment was below its carrying value, which resulted in a pretax noncash goodwill impairment of $11.4 million.

After the realignment, we concluded that the fair value of the CrossKnowledge reporting unit within the Held for Sale or Sold segment was below its carrying value, which resulted in a pretax noncash goodwill impairment of $15.3 million.

Restructuring and Related Charges:

We recorded restructuring and related charges in the nine months ended January 31, 2025 and 2024 of $13.1 million and $52.0 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.

Global Restructuring Program

For the nine months ended January 31, 2025 and 2024, we recorded pretax restructuring charges of $16.8 million and $50.9 million, respectively, related to this program.

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

Business Optimization Program

For the nine months ended January 31, 2025 and 2024, we recorded pretax restructuring credits of $(3.8) million and charges of $1.1 million, respectively, related to this program.

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

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

INDEX

Amortization of Intangible Assets:

Amortization of intangible assets was $38.9 million for the nine months ended January 31, 2025, a decrease of $3.8 million, or 9%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 9% as compared with the prior year primarily due to the cessation of amortization for held-for-sale assets and, to a lesser extent, the completion of amortization of certain acquired intangible assets. See Note 3, “Divestitures” for more details on these divestitures.

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

Operating income of $144.9 million for the nine months ended January 31, 2025, increased $161.5 million compared with the prior year loss of $16.5 million. The increase was primarily due to a goodwill impairment in the nine months ended January 31, 2024, lower costs of sales and, to a lesser extent, lower operating and administrative expenses, and restructuring charges, partially offset by a decrease in revenue.

Adjusted OI on a constant currency basis increased 38% as compared with the prior year. The increase in Adjusted OI was primarily due to an increase in Adjusted Revenue and, to a lesser extent, lower costs of sales, partially offset by higher operating and administrative expenses.

Adjusted EBITDA on a constant currency basis increased 12% as compared with the prior year primarily due to an increase in Adjusted Revenue, partially offset by higher operating and administrative expenses.

Adjusted OI

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

	Nine Months EndedJanuary 31,
	2025		2024
US GAAP Operating Income (Loss)	$	144,937	$	(16,521)
Adjustments:
Restructuring and related charges	13,071		52,033
Impairment of goodwill	—		108,449
Held for Sale or Sold segment Adjusted Operating Loss (Income)(1)	3,578		(26,302)
Non-GAAP Adjusted OI	$	161,586	$	117,659

(1) Our Adjusted OI excludes the impact of our Held for Sale or Sold segment Adjusted Operating Loss or (Income).

INDEX

Adjusted EBITDA

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

	Nine Months EndedJanuary 31,
	2025		2024
Net Income (Loss)	$	16,068	$	(225,584)
Interest expense	41,277		37,592
Provision (benefit) for income taxes	74,545		(15,465)
Depreciation and amortization	110,445		129,376
Non-GAAP EBITDA	242,335		(74,081)
Impairment of goodwill	—		108,449
Restructuring and related charges	13,071		52,033
Net foreign exchange transaction losses	7,316		3,489
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	9,760		179,747
Other (income) expense, net	(4,029)		3,700
Held for Sale or Sold segment Adjusted EBITDA (1)	3,578		(29,739)
Non-GAAP Adjusted EBITDA	$	272,031	$	243,598

(1) Our Non-GAAP Adjusted EBITDA excludes the Held for Sale or Sold segment Non-GAAP Adjusted EBITDA.

Interest Expense:

Interest expense for the nine months ended January 31, 2025, was $41.3 million compared with the prior year of $37.6 million. This increase was primarily due to a higher weighted average effective interest rate.

Net Foreign Exchange Transaction Losses:

Net foreign exchange transaction losses of $(7.3) million for the nine months ended January 31, 2025 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and payable balances and, to a lesser extent, 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. In the nine months ended January 31, 2025, we wrote off an additional net $0.4 million in cumulative translation adjustments in earnings due to the closure of our operations in Russia.

Foreign exchange transaction losses of $(3.5) million for the nine months ended January 31, 2024 were primarily due to losses on our foreign currency denominated third-party receivable and payable balances and, to a lesser extent, losses on our intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In fiscal year 2023, due to the closure of our operations in Russia, our Russian entity was deemed substantially liquidated. As a result, cumulative translation adjustments associated with that entity were recognized. In the nine months ended January 31, 2024, we wrote off an additional net $0.8 million in cumulative translation adjustments from our Russian entity.

INDEX

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

For the nine months ended January 31, 2025 and 2024, we recorded net pretax loss on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows:

	Nine Months EndedJanuary 31,
	2025		2024
CrossKnowledge	$	4,197	$	(56,159)
Wiley Edge	(14,778)		(20,676)
University Services	850		(101,412)
Tuition Manager	120		(1,500)
Sale of assets	(149)		—
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(9,760)	$	(179,747)

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 (Loss) Income. See above in the Consolidated Results of Operations for the three months ended January 31, 2025 for more details related to the nine months ended January 31, 2025 for CrossKnowledge, Wiley Edge and University Services.

In the nine months ended January 31, 2025, there was a reduction in the pretax loss on the sale of our Tuition Manager business previously in our Held for Sale or Sold segment of $0.1 million due to a selling price adjustment for cash received after the closing.

In the nine months ended January 31, 2025 we sold a facility which was reflected in Technology, property, and equipment, net in our Unaudited Condensed Consolidated Statements of Financial Position which resulted in a pretax loss on sale of $0.2 million.

In the nine months ended January 31, 2024, we recorded a held-for-sale pretax impairment of $76.8 million which includes $20.6 million for Wiley Edge and $56.2 million for CrossKnowledge. The losses on sale of businesses is due to the sale of our University Services and Tuition Manager businesses previously in our Held for Sale or Sold segment, which resulted in a pretax loss of approximately $101.4 million and $1.5 million, respectively, during the nine months ended January 31, 2024.

See Note 3, “Divestitures” for more details on the divestitures.

INDEX

Provision (Benefit) for Income Taxes:

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

	Nine Months EndedJanuary 31,
	2025		2024
US GAAP Income (Loss) Before Taxes	$	90,613	$	(241,049)
Pretax Impact of Adjustments:
Impairment of goodwill	—		108,449
Restructuring and related charges	13,071		52,033
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments	5,590		1,089
Amortization of acquired intangible assets	38,956		44,550
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	9,760		179,747
Held for Sale or Sold segment Adjusted Loss (Income) Before Taxes (1)	3,578		(28,253)
Non-GAAP Adjusted Income Before Taxes	$	161,568	$	116,566

(1) Our Adjusted Income Before Taxes excludes the Adjusted Loss (Income) Before Taxes of our Held for Sale or Sold segment.

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

	Nine Months EndedJanuary 31,
	2025			2024
US GAAP Income Tax Provision (Benefit)	$	74,545		$	(15,465)
Income Tax Impact of Adjustments(1):
Impairment of goodwill	—			2,697
Restructuring and related charges	1,315			13,237
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments	599			112
Amortization of acquired intangible assets	5,511			8,668
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	(1,360)			25,711
Held for Sale or Sold segment Adjusted Tax Benefit (Provision)(2)	887			(6,518)
Income Tax Adjustments
Impact of valuation allowance on the US GAAP effective tax rate(3)	(44,863)			—
Non-GAAP Adjusted Income Tax Provision	$	36,634		$	28,442
US GAAP Effective Tax Rate	82.3		%	6.4		%
Non-GAAP Adjusted Effective Tax Rate	22.7		%	24.4		%

(1)			For the nine months ended January 31, 2025 and 2024, substantially all of the tax impact was from deferred taxes.
(2)			Our Adjusted Income Tax Provision excludes the Adjusted Tax Benefit (Provision) of our Held for Sale or Sold segment.
(3)			In the nine months ended January 31, 2025, there was a $44.9 million impact on the US GAAP effective tax rate due to the valuation allowance on deferred tax assets in the US.

INDEX

The US GAAP effective tax rate for the nine months ended January 31, 2025, was 82.3% compared to 6.4% for the nine months ended January 31, 2024. The US GAAP effective tax rate for the nine months ended January 31, 2025 was greater than the US GAAP effective tax rate for the nine months ended January 31, 2024 primarily driven by US ordinary losses for which no tax benefit can be recognized as a result of the valuation allowance recorded against the net deferred tax assets.

The Non-GAAP Adjusted Effective Tax Rate was 22.7% for the nine months ended January 31, 2025 compared to 24.4% for the nine months ended January 31, 2024. The decrease in the Non-GAAP Adjusted Effective Tax Rate for the nine months ended January 31, 2025 compared with the nine months ended January 31, 2024 was primarily due to the mix of income and the impact of a discrete item related to the release of a tax reserve.

Diluted Earnings (Loss) per Share:

Diluted earnings per share for the ~~nine~~three months ended ~~January~~July 31, 2025 was $0.2922 per share compared with a loss ~~per share~~ of $(40.1003) per share for the ~~nine~~three months ended ~~January~~July 31, 2024. This increase was primarily due to ~~net~~a ~~loss~~decrease onin ~~sale~~the ofincome ~~businesses~~tax provision and, ~~impairment charges related~~ to ~~assets~~a ~~held-for-sale~~lesser ~~in the prior year~~extent, ~~and~~ an increase in operating income, partially offset by ana ~~income~~loss ~~tax~~on ~~benefit~~sale inof ~~the~~businesses, ~~prior~~assets, ~~year~~and ~~compared~~impairment tocharges anrelated ~~income~~to ~~tax~~assets ~~provision~~held-for-sale in the ~~nine~~three months ended ~~January~~July 31, 2025 compared to a gain in the prior year.

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 ~~(Benefit)~~ for Income Taxes.”

	Nine Months EndedJanuary 31,
	2025		2024
US GAAP Earnings (Loss) Per Share	$	0.29	$	(4.10)
Adjustments:
Impairment of goodwill	—		1.90
Restructuring and related charges	0.21		0.70
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments	0.09		0.02
Amortization of acquired intangible assets	0.62		0.65
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	0.20		2.77
Held for Sale or Sold segment Adjusted Net Loss (Income)(1)	0.05		(0.39)
Income tax adjustments	0.82		—
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (2)	—		0.04
Non-GAAP Adjusted EPS	$	2.28	$	1.59

(1)			Our Adjusted EPS excludes the Adjusted Net Loss (Income) of our Held for Sale or Sold segment.
(2)			Represents the impact of using diluted weighted-average number of common shares outstanding (55.6 million shares for the nine months ended January 31, 2024) included in the Non-GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.

On a constant currency basis, Adjusted EPS increased 43% primarily due to an increase in Adjusted Operating Income and, to a lesser extent, an increase in interest income.

INDEX


	Three Months Ended July 31,
	2025		2024
US GAAP Earnings (Loss) Per Share	$	0.22	$	(0.03)
Adjustments:
Restructuring and related charges	0.05		0.06
Foreign exchange gains on intercompany transactions, including the write off of certain cumulative translation adjustments	—		(0.05)
Amortization of acquired intangible assets	0.20		0.20
Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale	0.02		(0.09)
Held for Sale or Sold segment Adjusted Net Loss(1)	—		0.04
Income tax adjustments	—		0.33
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (2)	—		0.01
Non-GAAP Adjusted EPS	$	0.49	$	0.47


(1)			Our Adjusted EPS excludes the Adjusted Net Loss of our Held for Sale or Sold segment.
(2)			Represents the impact of using diluted weighted-average number of common shares outstanding (55.0 million for the three months ended July 31, 2024) included in the Non-GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.

On a constant currency basis, Adjusted EPS increased 2% primarily due a decrease in interest expense, partially offset by lower interest income, and lower Adjusted Operating Income.

INDEX

SEGMENT OPERATING RESULTS

	Nine Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Three Months EndedJuly 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
RESEARCH	2025		2024
Revenue:
Research Publishing	$	~~679~~231,~~492~~827	$	~~659~~230,~~329~~951	30	%	3(1)	%
Research Solutions	~~115~~49,~~246~~865		~~112~~34,~~344~~358		345	%	344	%
Total Research Revenue	~~794~~281,~~738~~692		~~771~~265,~~673~~309		36	%	35	%
Cost of Sales	207,406		211,472		2	%	2	%
Cost of sales	80,753		70,722		(14)	%	(13)	%
Operating Expenses	374,075		356,825		(5)	%	(5)	%
Direct expenses	88,587		86,437		(2)	%	0	%
Amortization of Intangible Assets	32,845		33,895		3	%	3	%
Allocated Corporate expenses	44,981		41,892		(7)	%	(6)	%
Adjusted Operating Income	180,412		169,481		6	%	7	%
Amortization of intangible assets	11,123		11,042		(1)	%	3	%
Depreciation and amortization	66,999		67,909		1	%	2	%
Adjusted Operating Income	56,248		55,216		2	%	3	%
Adjusted EBITDA	$	247,411	$	237,390	4	%	5	%
Depreciation and amortization	23,385		22,559		(4)	%	(2)	%
Adjusted EBITDA Margin	31.1%		30.8%
Adjusted EBITDA	$	79,633	$	77,775	2	%	2	%
Adjusted EBITDA Margin	28.3%		29.3%

Revenue:

Research revenue for the ~~nine~~three months ended ~~January~~July 31, 2025 increased $2316.14 million, or 36%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 35% as compared with the prior year. ~~This was~~ primarily due to an increase in ~~author~~AI ~~funded~~license ~~open~~revenue ~~access,~~which includes content ~~rights~~licensed ~~projects~~from ~~for~~other ~~training~~publishers ~~GenAI~~primarily ~~large~~in ~~language~~Research ~~models~~Solutions ~~of $10.1 million~~and, ~~and~~to ana ~~increase~~lesser inextent, ~~institutional~~author-funded ~~models~~open access, partially offset by aan ~~decrease~~unfavorable incomparison ~~legacy~~to ~~print~~prior ~~and~~year ~~licensing~~due ~~revenue.~~to Onthe atiming ~~constant~~of ~~currency~~journal ~~basis~~renewals of approximately $5 million, ~~excluding~~and ~~GenAI~~softness ~~revenue~~in ancillary products. Research AI license revenue ~~increased~~for 2%the three months ended July 31, 2025 was $15.8 million as compared ~~with~~to $1.1 million in the prior year. Open access article output growth was approximately 1421% as compared with the prior year.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA increased 52% as compared with the prior year. This increase was primarily due to higher revenue ~~and~~, ~~to a lesser extent, lower cost of sales,~~ partially offset by higher ~~employment~~royalty ~~related~~ costs ~~and,~~on toAI alicense ~~lesser~~revenue ~~extent,~~from ~~higher~~content ~~professional~~licensed ~~fees~~from other publishers.

5541

INDEX

	Nine Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Three Months EndedJuly 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
LEARNING	2025		2024
Revenue:
Academic	$	~~233~~55,~~547~~472	$	~~224~~59,~~633~~964	4(7)	%	4(8)	%
Professional	~~189~~59,~~363~~636		~~179~~64,~~961~~350		5(7)	%	5(8)	%
Total Learning Revenue	~~422~~115,~~910~~108		~~404~~124,~~594~~314		5(7)	%	4(8)	%
Cost of Sales	105,278		105,685		0	%	1	%
Cost of sales	28,506		32,028		11	%	12	%
Operating Expenses	195,424		207,026		6	%	6	%
Direct expenses	34,581		37,933		9	%	9	%
Amortization of Intangible Assets	6,073		6,832		11	%	11	%
Allocated Corporate expenses	28,279		29,808		5	%	6	%
Adjusted Operating Income	116,135		85,051		37	%	36	%
Amortization of intangible assets	2,087		2,045		(2)	%	(2)	%
Depreciation and amortization	32,952		41,338		20	%	20	%
Adjusted Operating Income	21,655		22,500		(4)	%	(4)	%
Adjusted EBITDA	$	149,087	$	126,389	18	%	17	%
Depreciation and amortization	9,844		11,294		13	%	13	%
Adjusted EBITDA Margin	35.3%		31.2%
Adjusted EBITDA	$	31,499	$	33,794	(7)	%	(7)	%
Adjusted EBITDA Margin	27.4%		27.2%

Revenue:

Learning revenue ~~increased~~decreased $189.32 million, or 57%, as compared with the prior year on a reported basis. On a constant currency basis, revenue ~~increased~~decreased 48% as compared with the prior year. Academic revenue ondecreased ~~a constant currency basis increased 4%~~ primarily due to ~~$11~~lower ~~million~~licensing ~~in content rights projects for training GenAI large language models and~~revenue, toincluding ~~a lesser extent, an increase in zyBooks digital courseware, partially offset by a decrease in print book and digital content sales~~AI. Professional revenue ondecreased ~~a constant currency basis increased 5% as compared with the prior year~~ primarily due to anmarket-related ~~increase~~softness ~~in GenAI revenue of $8 million~~ and, to a lesser extent, anlower ~~increase in print book sales, partially offset by a decrease in~~ licensing revenue, ~~and~~including ~~digital~~AI. Learning ~~content~~AI ~~sales.~~license Onrevenue afor ~~constant~~the ~~currency~~three ~~basis~~months ~~excluding~~ended ~~GenAI~~July ~~revenue~~31, ~~Learning~~2025 ~~revenue~~was ~~decreased~~ $13.1% million as compared ~~with~~to $16.1 million in the prior year.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA ~~increased~~decreased 177% as compared with the prior year. This ~~increase~~decrease was primarily due to ~~higher~~lower revenue ~~and~~, topartially aoffset ~~lesser~~by ~~extent,~~lower abad ~~decrease~~debt ~~in employee costs after recent restructuring actions~~expense, ~~partially~~and ~~offset by higher~~ royalty costs.

5642

INDEX

	Nine Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Three Months EndedJuly 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
HELD FOR SALE OR SOLD	2025		2024
Total Held for Sale or Sold Revenue	$	~~17,382~~—	$	~~228~~14,~~259~~186	~~(92)~~#	%	~~(92)~~#	%
Cost of Sales	7,755		139,220		94	%	94	%
Cost of sales	—		6,470		#		#
Operating Expenses	13,205		60,734		78	%	78	%
Direct expenses	—		7,961		#		#
Amortization of Intangible Assets	—		2,003		#		#
Allocated Corporate expenses	—		2,274		#		#
Adjusted Operating (Loss) Income	(3,578)		26,302		#		#
Adjusted Operating Income	—		(2,519)		#		#
Depreciation and amortization	—		~~3,437~~—		#		#
Adjusted EBITDA	$	~~(3,578)~~—	$	29(2,~~739~~519)	#		#
Adjusted EBITDA Margin	~~(20.6)%~~#		13(17.08)%

# ~~Not~~Variance ~~meaningful~~greater than 100%

Revenue:

Revenue for Held for Sale or Sold decreased $~~210~~14.92 million, ~~or 92%,~~ as compared with the prior year ondue ato ~~reported~~the ~~and~~sale ~~constant~~of ~~currency~~Wiley ~~basis.~~Edge on ~~This~~May ~~was~~31, ~~primarily~~2024, ~~due~~with to the ~~sale~~exception of ~~the~~its ~~University~~India ~~Services,~~operations ~~Wiley~~which ~~Edge~~sold on August 31, 2024, and CrossKnowledge ~~businesses~~on August 31, 2024.

Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA ~~decreased~~was ~~$33.3~~zero ~~million~~for asthe three months ended July 31, 2025 compared ~~with~~to ~~the~~a ~~prior~~loss ~~year~~of $2.5 ~~This~~million ~~decrease~~in ~~was~~the ~~primarily~~prior year due to the sale of the ~~University Services,~~ Wiley Edge, and CrossKnowledge businesses.

	Nine Months EndedJanuary 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
	Three Months EndedJuly 31,				% ChangeFavorable(Unfavorable)		Constant Currency % ChangeFavorable(Unfavorable)
CORPORATE EXPENSES	2025		2024
Operating Expenses	$	134,966	$	136,873	1	%	2	%
Unallocated Corporate expenses	$	43,902	$	42,514	(3)	%	(3)	%
Amortization of Intangible Assets	(5)		—		#		#
Amortization of intangible assets	—		(160)		#		#
Adjusted Corporate Expenses	(134,961)		(136,873)		1	%	2	%
Adjusted Unallocated Corporate Expenses	(43,902)		(42,354)		(4)	%	(3)	%
Depreciation and amortization	103,~~494~~217		163,~~692~~400		375	%	376	%
Adjusted EBITDA	$	(~~124~~40,~~467~~685)	$	(~~120~~38,~~181~~954)	(4)	%	(34)	%

# ~~Not~~Variance ~~meaningful~~greater than 100%

On a constant currency basis, adjusted unallocated corporate expenses of $~~124~~40.57 million on an Adjusted EBITDA basis increased 34% as compared with the prior year. This was primarily due to an increase in ~~enterprise~~costs ~~modernization~~related ~~and~~to strategic consulting ~~fees~~projects, ~~related~~which are now complete, of approximately $3.6 million and, to ~~strategic~~a ~~initiatives~~lesser extent, ~~including~~an ~~the~~increase ~~re-engineering~~in ofenterprise ~~our~~modernization ~~cost~~costs, ~~structure~~partially offset by lower employee costs.

~~ACCOUNTING STANDARDS UPDATE~~43

We are required to prepare our Unaudited Condensed Consolidated Financial Statements in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) which is the source for all authoritative US GAAP. The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates (ASU). See Note 2, "Recent Accounting Standards" of Part I, Item 1, "Notes to Unaudited Condensed Consolidated Financial Statements" for further information.

INDEX

LIQUIDITY AND CAPITAL RESOURCES

Principal Sources of Liquidity

We believe that our operating cash flow, together with our revolving credit facilities and other available debt financing, will be adequate to meet our operating, investing, and financing needs in the next twelve months. Operating cash flow provides the primary source of cash to fund operating needs and capital expenditures. Excess operating cash is used to fund shareholder dividends and share repurchases. Other discretionary uses of cash flow include ~~share~~investments ~~repurchases~~ and acquisitions to complement and grow our portfolio of businesses. As necessary, we may supplement operating cash flow with debt to fund these activities. The overall cash position of the Company reflects our durable business results and a global cash management strategy that considers liquidity management, economic factors and tax considerations. Our cash and cash equivalents are maintained at a number of financial institutions. To mitigate the risk of uninsured balances, we select financial institutions based on their credit ratings and financial strength, and we perform ongoing evaluations of these institutions to limit our concentration risk exposure to any financial institution.

As of ~~January~~July 31, 2025, we had cash and cash equivalents of $~~104~~81.59 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 ~~will~~may be required to pay ~~income~~ taxes in various US state and local jurisdictions and ~~applicable non-US~~ withholding or similar taxes in applicable non-US jurisdictions in the periods in which such repatriation occurs. Accordingly, as of ~~January~~July 31, 2025, we have recorded a deferred tax liability of approximately $32.10 million related to the estimated taxes that would be incurred upon repatriating certain non-US earnings to the US.

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.

As of ~~January~~July 31, 2025, we had approximately $~~887~~828.23 million of debt outstanding, net of unamortized issuance costs of $0.54 million, and approximately $~~415~~469.64 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~~July 31, 2025.

Analysis of Historical Cash Flows

The following table shows the changes in our Unaudited Condensed Consolidated Statements of Cash Flows.

	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
Net cash provided by operating activities	$	52,250	$	24,352
Net cash used in operating activities	$	(85,005)	$	(88,712)
Net cash used in investing activities	(69,694)		(78,493)
Net cash provided by (used in) investing activities	98,856		(23,807)
Net cash provided by financing activities	24,076		55,354
Net cash (used in) provided by financing activities	(16,924)		101,589
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash	$	(~~1,615~~959)	$	~~432~~798

Cash flow from operations is seasonally a use of cash in the first half of Wiley’s fiscal year principally due to the timing of collections for annual ~~journal~~Journal ~~subscriptions~~Subscriptions and Transformational Agreements, which typically occurs in the beginning of the second half of our fiscal year.

Free cash flow less product development spending helps assess our ability, over the long term, to create value for our shareholders, as it represents cash available to repay debt, pay common dividends, and fund share repurchases, and acquisitions. Below are the details of Free cash flow less product development spending.

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Free Cash Flow ~~less~~Less Product Development Spending:

	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
Net cash provided by operating activities	$	52,250	$	24,352
Net cash used in operating activities	$	(85,005)	$	(88,712)
Less: Additions to technology, property and equipment	(4212,~~347~~005)		(5714,~~275~~502)
Less: Product development spending	(112,~~054~~890)		(123,~~324~~351)
Free cash flow less product development spending	$	(199,~~151~~900)	$	(45106,~~247~~565)

Net Cash ~~Provided~~Used byIn Operating Activities

The following is a summary of the $273.97 million change in Net cash ~~provided~~used byin operating activities for the ~~nine~~three months ended ~~January~~July 31, 2025 compared with the ~~nine~~three months ended ~~January~~July 31, 2024 (amounts in millions).

Net cash provided by operating activities – Nine months ended January 31, 2024	$	24.4
Net cash used in operating activities – Three months ended July 31, 2024	$	(88.7)
Net income adjusted for items to reconcile net income to net cash provided by operating activities, which would include such noncash items as depreciation and amortization, impairment of goodwill, net losses on sale of businesses, assets, and impairment charges related to assets held-for-sale, restructuring charges, and the change in deferred taxes	(38.6)
Net income adjusted for items to reconcile net income to net cash used in operating activities, which would include such noncash items as depreciation and amortization, net losses on sale of businesses, assets, and impairment charges related to assets held-for-sale, restructuring charges, and the change in deferred taxes	18.1
Working capital changes:
Accounts receivable, net and contract liabilities	23(11.01)
Accounts payable and accrued royalties	41(7.51)
Changes in other assets and liabilities	23.08
Net cash provided by operating activities – Nine months ended January 31, 2025	$	52.3
Net cash used in operating activities – Three months ended July 31, 2025	$	(85.0)

The ~~favorable~~unfavorable change in accounts receivable, net and contract liabilities was primarily due to ~~higher~~lower ~~collections~~revenue ~~for~~and ~~institutional~~the ~~models~~timing ~~and~~of ~~open~~invoicing ~~access~~and ~~due~~collections towith ~~higher revenue~~customers.

The ~~favorable~~unfavorable change in accounts payable and accrued royalties was primarily due to the timing of payments.

The favorable changes in other assets and liabilities ~~noted~~was indue ~~the~~to ~~table~~employee ~~above~~related ~~was~~costs primarily due to lower ~~restructuring~~ payments for annual incentive compensation in fiscal year 2026 related to the prior fiscal year, ~~and~~cash anreceived ~~increase~~of $4.2 million for the interest receivable portion of the Seller Note related to the Sale Agreement in ~~income~~fiscal ~~taxes~~year ~~payable~~2026, and other working capital changes. This was partially offset by higher income tax payments, ~~for~~net, ~~annual~~and ~~incentive~~costs ~~compensation~~related to cloud computing arrangements primarily associated with targeted enterprise modernization work in fiscal year ~~2025~~2026. ~~related~~These tocloud ~~the~~computing ~~prior~~costs ~~fiscal~~are ~~year~~capitalizable and, toamortized abut ~~lesser~~included ~~extent,~~in ~~other~~cash ~~operating~~flow ~~liabilities~~from operations rather than cash flow from investing activities.

Our negative working capital (current assets less current liabilities) was $~~322~~228.5 million and $~~419~~381.20 million as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, respectively. This $96152.75 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 ~~income~~revenue when the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of ~~January~~July 31, 2025 and as of April 30, ~~2024~~2025 includes $~~313~~361.37 million and $~~483~~462.87 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.

Cash collected in advance for subscriptions is used by us for a number of purposes, including funding operations, capital expenditures, acquisitions, debt repayments, dividend payments, and share repurchases.

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Net Cash Provided By (Used In) Investing Activities

Net cash ~~used~~provided inby investing activities for the ~~nine~~three months ended ~~January~~July 31, 2025 was $6998.79 million compared to net cash used in investing activities of $7823.58 million in the prior year. The ~~decrease~~increase in net cash ~~used~~provided inby investing activities was primarily due to athe ~~decrease in cash used of~~ $14115.93 million ~~for~~in ~~additions to technology, property and equipment, partially offset by the net~~ cash ~~transferred~~received in fiscal year ~~2025~~2026 ~~related~~as toa ~~the~~result ~~sale~~ of ~~businesses~~the ~~and~~Sale ~~assets~~Agreement. See Note 3, "Divestitures" for further details.

Net Cash (Used In) Provided By Financing Activities

Net cash ~~provided~~used byin financing activities was $2416.19 million for the ~~nine~~three months ended ~~January~~July 31, 2025 compared to net cash provided by financing activities of $55101.46 million for the ~~nine~~three months ended ~~January~~July 31, 2024. This ~~decrease~~change ~~in cash provided by financing activities~~ was ~~primarily~~ due to lower net borrowings in fiscal year ~~2025~~2026 of $44113.4 2 million~~, partially offset by the $17~~.~~5 million change in book overdrafts.~~

In the ~~nine~~three months ended ~~January~~July 31, 2025, we increased our quarterly dividend to shareholders to $1.4142 per share annualized versus $1.4041 per share annualized in the prior year.

During the three months ended July 31, 2025, our Board of Directors approved an additional share repurchase program of $250 million of Class A or B Common Stock. No share repurchases were made under this program during the three months ended July 31, 2025. This share repurchase program is in addition to the share repurchase program approved by our Board of Directors during the year ended April 30, 2020 of $200 million of Class A or B Common Stock. As of July 31, 2025, we had authorization from our Board of Directors to repurchase up to $43.4 million that was remaining under this program. During the three months ended July 31, 2025 and 2024, we repurchased $14.0 million and $12.5 million, respectively, under this program.

The following table summarizes the shares repurchased of Class A and Class B Common Stock (shares in thousands):

	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
Shares repurchased – Class A	~~782~~331		~~870~~295
Shares repurchased – Class B	21		2—
Average price – Class A and Class B	$	4442.6622	$	3342.2434

The total amount repurchased and the average price per share excludes excise taxes payable on share repurchases and may differ from the share repurchases reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows. For the three months ended July 31, 2025, the total amount repurchased and the total shares repurchased includes unsettled purchases, and such amount differs from the amount reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows.

60ACCOUNTING STANDARDS UPDATE

INDEX

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk primarily related to interest rates, foreign exchange, and credit risk. It is our policy to monitor these exposures and to use derivative financial investments and/or insurance contracts from time to time to reduce fluctuations in earnings and cash flows when it is deemed appropriate to do so. We do not use derivative financial instruments for trading or speculative purposes.

Interest Rates

From time to time, we may use interest rate swaps, collars, or options to manage our exposure to fluctuations in interest rates. It is management’s intention that the notional amount of interest rate swaps be less than the variable rate loans outstanding during the life of the derivatives.

The information set forth in Note 16, “Derivatives Instruments and Hedging Activities,” of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption “Interest Rate Contracts,” is incorporated herein by reference.

On an annual basis, a hypothetical one percent change in interest rates for the $~~387~~328.7 million of unhedged variable rate debt as of ~~January~~July 31, 2025 would affect net income and cash flow by approximately $32.05 million.

Foreign Exchange Rates

Fluctuations in the currencies of countries where we operate outside the US may have a significant impact on financial results. We are primarily exposed to movements in British pound sterling, euros, Canadian and Australian dollars, and certain currencies in Asia. The statements of financial position of non-US business units are translated into US dollars using period-end exchange rates for assets and liabilities and the statements of income (loss) are translated into US dollars using weighted-average exchange rates for revenues and expenses.

Our significant investments in non-US businesses are exposed to foreign currency risk. Adjustments resulting from translating assets and liabilities are reported as a separate component of Accumulated other comprehensive loss, net of tax within ~~Shareholders~~Total shareholders’ ~~Equity~~equity under the caption Foreign currency translation adjustment.

During the three months ended ~~January~~July 31, 2025, we recorded foreign currency translation losses in Accumulated other comprehensive loss, net of tax of approximately $(325.29) million primarily as a result of the fluctuations of the US dollar relative to the British pound sterling. During the nine months ended January 31, 2025, we recorded foreign currency translation gains in Accumulated other comprehensive loss, net of tax of approximately $10.7 million, primarily as a result of the fluctuations of the US dollar relative to the euro, partially offset by fluctuations of the US dollar relative to the British pound sterling. During the three months ended ~~January~~July 31, 2024, we recorded foreign currency translation gains in Accumulated other comprehensive loss, net of tax of approximately $2515.10 million primarily as a result of the fluctuations of the US dollar relative to the British pound sterling ~~and, to a lesser extent, the euro~~. During the nine months ended January 31, 2024, we recorded foreign currency translation gains in Accumulated other comprehensive loss, net of tax of approximately $2.4 million, primarily as a result of the fluctuations of the US dollar relative to the British pound sterling, partially offset by fluctuations of the US dollar relative to the euro.

Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses on the Unaudited Condensed Consolidated Statements of Net Income (Loss) ~~Income~~ as incurred. Under certain circumstances, we may enter into derivative financial instruments in the form of foreign currency forward contracts to hedge against specific transactions, including intercompany purchases and loans.

The information set forth in Note 16, “Derivatives Instruments and Hedging Activities,” of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption “Foreign Currency Contracts,” is incorporated herein by reference.

Sales Return Reserves

The estimated allowance for print book sales returns is based upon an analysis of actual historical return ~~patterns~~experience in the various markets and geographic regions in which we do business. We collect, asmaintain, ~~well~~and asanalyze ~~current~~significant amounts of sales returns data for large volumes of homogeneous transactions. This allows us to make reasonable estimates of the amount of future returns. All available data is utilized to identify the returns by market and to which fiscal year the sales returns apply. This enables management to track the returns in detail and identify and react to trends occurring in the ~~businesses~~marketplace, with the objective of being able to make the most informed judgments possible in ~~which~~setting wereserve ~~operate~~rates. InAssociated ~~connection~~ with the estimated sales return reserves, we also include a related increase to inventory and a reduction to accrued royalties as a result of the expected returns. Print book sales return reserves amounted to a net liability balance of $9.1 million and $9.0 million as of July 31, 2025 and April 30, 2025, respectively.

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The reserves are reflected in the following accounts of our Unaudited Condensed Consolidated Statements of Financial Position:

	January 31, 2025		April 30, 2024
	July 31, 2025		April 30, 2025
Increase in Inventories, net	$	64,~~163~~047	$	74,~~833~~042
Decrease in Accrued royalties	$	(2,~~421~~103)	$	(32,~~112~~067)
Increase in Contract liabilities	$	1915,~~588~~234	$	2515,~~393~~093
Print book sales return reserve net liability balance	$	(119,~~004~~084)	$	(148,~~448~~984)

A one percent change in the estimated sales return rate could affect net income by approximately $0.93 million. A change in the pattern or trends in returns could affect the estimated allowance.

Customer Credit Risk

In the journal publishing business, some subscriptions are sourced through journal subscription agents who, acting as agents for library customers, facilitate ordering by consolidating the subscription orders/billings of each subscriber with various publishers. Cash is generally collected in advance from subscribers by the subscription agents and is principally remitted to us between the months of December and April. Although currently we have minimal credit risk exposure to these agents, future calendar-year subscription receipts from these agents are highly dependent on their financial condition and liquidity. Subscription agents account for approximately 1618% of total ~~annual~~revenue ~~consolidated~~for ~~revenue~~the year ended April 30, 2025, and no one affiliated group of subscription agents accounts for more than 10% of total ~~annual~~revenue ~~consolidated~~for ~~revenue~~the year ended April 30, 2025.

Our book business is not dependent upon a single customer; however, the industry is concentrated in national, regional, and online bookstore chains. NoAlthough no single book customer accounts for more than 7% of total consolidated revenue and 2011% of accounts receivable, net at ~~January~~July 31, 2025., ~~The~~the top 10 book customers account for approximately 1312% of total consolidated revenue and approximately 3423% of accounts receivable, net at ~~January~~July 31, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures: The Company’s Chief Executive Officer and ~~Interim~~ Chief Financial Officer, together with the Chief Accounting Officer and other members of the Company’s management, have conducted an evaluation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and ~~Interim~~ Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and ~~Interim~~ Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the quarter ended ~~January~~July 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no significant developments related to legal proceedings during the three months ended ~~January~~July 31, 2025. For information regarding legal proceedings, see our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025 Note 16, “Commitment and Contingencies”.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025, that if they were to occur, could materially adversely affect our businesses, consolidated financial condition, and results of operations. For a discussion of our risk factors, refer to Item 1A. “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended ~~January~~ July 31, 2025, weour ~~made~~Board ~~the~~of ~~following~~Directors ~~purchases~~approved an additional share repurchase program of $250 million of Class A ~~and~~or ~~Class~~ B Common Stock. No share repurchases were made under ~~our~~this ~~publicly~~program ~~announced~~during ~~stock~~the three months ended July 31, 2025. The share repurchase ~~programs:~~program is in addition to the share repurchase program approved by our Board of Directors during the year ended April 30, 2020 of $200 million of Class A or B Common Stock.

	Total Numberof SharesPurchased	AveragePrice PaidPer Share(1)		Total Numberof Shares Purchasedas part of a PubliclyAnnounced Program	Maximum Numberof Shares that Maybe PurchasedUnder the Program	Maximum DollarValue of Sharesthat May be PurchasedUnder Additional Plans or Programs(Dollars in millions)
November 2024	—	$	—	—	—	$	92.4
December 2024	133,974	45.12		133,974	—	86.4
January 2025	92,769	42.63		92,769	—	82.4
Total	226,743	$	44.10	226,743	—	$	82.4

During the three months ended July 31, 2025, we made the following purchases of Class A and Class B Common Stock under our publicly announced stock repurchase programs:


	Total Number of Shares Purchased	Average Price Paid Per Share(1)		Total Number of Shares Purchased as part of a Publicly Announced Program	Maximum Number of Shares that May be Purchased Under the Program	Maximum Dollar Value of Shares that May be Purchased Under Additional Plans or Programs (Dollars in millions)
May 2025	—	$	—	—	—	$	57.4
June 2025	77,644	44.22		77,644	—	304.0
July 2025	253,932	41.61		253,932	—	293.4
Total	331,576	$	42.22	331,576	—	$	293.4


(1)			Average price per share excludes excise taxes payable on share repurchases.

ITEM 5. OTHER INFORMATION

Directors and Executive Officers Trading Arrangements

During the period covered by this Quarterly Report on Form 10-Q, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS

Material Contracts
10.1*			~~Amendment~~Fiscal toYear ~~John~~2026 ~~Wiley~~Restricted &Share ~~Sons,~~Unit ~~Inc.~~Grant ~~Deferred~~Agreement ~~Compensation~~under the Executive Long-Term Incentive Plan, ~~effective~~Under asthe ofBusiness ~~December~~Officer 20Equity Program, ~~2024~~Pursuant to the 2022 Omnibus Stock Plan and Long-Term Incentive Plan ●
10.2*			~~Amendment~~Fiscal toYear ~~Employees’~~2026 ~~Retirement~~Performance ~~Plan~~Share ofUnit ~~John~~Grant ~~Wiley~~Agreement &under ~~Sons~~the Executive Long-Term Incentive Plan, ~~Inc.~~under ~~effective~~the asBusiness ofOfficer ~~December~~Equity 20Program, ~~2024~~Pursuant to the 2022 Omnibus Stock Plan and Long-Term Incentive Plan ●
10.3*			~~Summary~~Form ~~Plan~~of ~~Description~~the ~~for~~Fiscal ~~John~~Year ~~Wiley~~2026 &Executive ~~Sons,~~Long ~~Inc.~~Term ~~Employees’~~Incentive ~~Savings~~ Plan ~~Effective as of January 1, 2024, Amended as of December 20, 2024~~●
10.4*			~~Amendment~~Form toof ~~John~~the ~~Wiley~~Fiscal &Year ~~Sons,~~2026 ~~Inc.~~Executive ~~Supplemental~~Annual ~~Benefit~~Incentive Plan ~~effective as of December 20, 2024~~●
10.5*			~~Amendment~~Employment toLetter ~~John~~dated ~~Wiley~~July ~~& Sons~~28, ~~Inc.~~2020 ~~Supplemental~~between Deirdre Silver, Executive ~~Retirement~~Vice ~~Plan~~President, ~~effective~~General asCounsel ofand ~~December~~the ~~20,~~Company. ~~2024~~●
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1*			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1**			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Inline XBRL
101.INS*			Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*			Inline XBRL Taxonomy Extension Schema Document.
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed herewith

** Furnished herewith

64● Indicates management compensatory plan, contract, or arrangement

INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						JOHN WILEY & SONS, INC.Registrant
			By			/s/ Matthew S. Kissner
						Matthew S. Kissner
						President and Chief Executive Officer
			By			/s/ Craig Albright
						Craig Albright
						Executive Vice President and Chief Financial Officer
			By			/s/ Christopher F. Caridi
						Christopher F. Caridi
						Senior Vice President, Global Corporate Controller and Chief Accounting Officer and Interim Chief Financial Officer
						Senior Vice President, Chief Accounting Officer and Finance Transformation Leader
						Dated: March 7, 2025
						Dated: September 5, 2025

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