Every material Form 8-K John Wiley & Sons has filed with the SEC since March 05, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Wiley reported first-quarter fiscal 2027 revenue of $386 million, down 3% from $397 million a year earlier, and a GAAP diluted loss of $0.23 per share compared with diluted earnings of $0.22. Adjusted EPS fell 10% to $0.44, and the company reaffirmed its full-year fiscal 2027 outlook. Shareholders face lower quarterly revenue and profit, higher debt after the Emerald acquisition, and a full-year outlook that depends on a second-half recovery the company expects.
Revenue of $386 million vs. $397 million a year earlier, down 3%; AI licensing revenue of $14 million vs. $29 million in the prior year
GAAP diluted EPS of $(0.23) vs. $0.22; adjusted EPS of $0.44 vs. $0.49, down 10%
Full-year fiscal 2027 outlook reaffirmed, including adjusted EPS of $4.60 to $5.05
Net debt rose to $1,185 million from $746 million after the June 1 Emerald acquisition; net debt-to-EBITDA ratio of 2.7x
Effective July 9, 2026, Wiley appointed Frank Scognamiglio, its Corporate Vice President, Global Controller since April 2025, as Corporate Vice President and Chief Accounting Officer, the principal accounting officer. He succeeds Christopher Caridi, who will remain with the company as Senior Vice President, Business Transformation until his expected retirement on April 30, 2027. The filing covers an officer change only and includes no financial results.
Scognamiglio's annual base salary is $340,000, with a target annual bonus of 40% of base salary.
He will receive restricted share units with a grant value of $100,000, granted September 17, 2026, vesting in three equal annual installments on June 30, 2027, 2028 and 2029.
Caridi is expected to retire on April 30, 2027, and will help transition his duties to Scognamiglio.
Wiley reported fourth-quarter revenue of $447.9 million, up 1% as reported and flat at constant currency, and fourth-quarter diluted EPS of $2.61 versus $1.25, which included a $40.4 million income tax benefit. For fiscal 2026, adjusted EPS rose 15% to $4.19 while revenue was flat at $1.68 billion, and the company guided to fiscal 2027 adjusted EPS of $4.60 to $5.05.
Fiscal 2026 adjusted EPS of $4.19, up from $3.64; GAAP diluted EPS of $4.16 versus $1.53
Q4 revenue of $447.9 million, up 1% as reported; Q4 Learning revenue fell 6% to $152.3 million
Fiscal 2027 outlook: adjusted EPS $4.60 to $5.05, adjusted EBITDA margin 26.5% to 27.5%, free cash flow $205 million
Emerald Publishing acquisition completed after fiscal year-end; Emerald projected to add $78 million to revenue
Mari J. Baker, a Wiley director for 15 years, notified the board on June 10, 2026, that she will not stand for reelection at the Annual Meeting on September 24, 2026. The filing says her decision is not due to any disagreement with the company, and the board will be reduced to nine members effective that date.
Mari J. Baker will not stand for reelection; her term ends at the Annual Meeting on September 24, 2026.
Baker chairs the Executive Compensation and Development Committee and sits on the Executive Committee.
Board size will drop to nine members effective September 24, 2026, unless the board changes it.
The filing states Baker's departure is not the result of any disagreement with the company.
Wiley said it completed the purchase of Emerald Publishing, a UK research publisher, from Cambridge Information Group for about $452 million in cash, funded from the company's cash on hand. The filing says Emerald is expected to generate over $85 million of revenue in fiscal 2026, and Wiley expects about $30 million of annual run-rate cost synergies, so the deal matters to shareholders mainly as a large use of cash and a test of whether those synergies are delivered.
Purchase price of GBP 337.5 million (approximately $452 million), subject to customary adjustments, funded from cash on hand
Emerald expected to generate over $85 million of revenue in its fiscal year ending December 31, 2026, with 92% recurring subscription revenue
Wiley expects about $30 million of annual run-rate cost synergies by year three, with $18 million in one-time integration costs
Wiley's Q4 earnings call is scheduled for June 16, 2026
Wiley said Jessica Kowalski, formerly of Microsoft, will become Executive Vice President and General Manager, Research, effective May 11, 2026, succeeding Jay Flynn, who is leaving the company. The filing says Flynn's departure is without cause, making him eligible for separation benefits under his 2021 employment letter and the Executive Severance Policy. The change is a leadership transition at a business unit rather than at the CEO or CFO level.
Jessica Kowalski becomes EVP and General Manager, Research, effective May 11, 2026
Kowalski joins from Microsoft; earlier roles include Amazon Web Services and eleven years at RELX
Jay Flynn, who joined Wiley in 2010 and led Research since 2021, departs without cause and is eligible for separation benefits
The filing does not state the amount of any separation benefits
Wiley reported third-quarter fiscal 2026 results for the quarter ended January 31, 2026, with revenue of $410 million, up 1% as reported and flat at constant currency, and GAAP diluted EPS of $0.56 compared with a loss of $0.43 a year earlier. The company now expects to reach the high end of its fiscal 2026 range for Adjusted EBITDA margin and Adjusted EPS, and it reaffirmed its revenue and free cash flow outlook. Shareholders also received higher capital returns, with $35 million of share repurchases in the quarter and a full-year repurchase target of $100 million.
Revenue of $410 million, up 1% as reported; Adjusted EPS of $0.97 compared with $0.84 a year earlier
Operating income of $62.8 million, up 21%; net income of $29.7 million compared with a net loss of $23.0 million
Fiscal 2026 Adjusted EPS outlook of $3.90 to $4.35, guided to the high end of the range; Adjusted EBITDA margin outlook of 25.5% to 26.5%, also high end
Free cash flow less product development spending of $55.5 million for the nine months; full-year free cash flow outlook of approximately $200 million reaffirmed
Wiley reported fiscal second-quarter 2026 results for the quarter ended October 31, 2025, with revenue of $422 million, down from $427 million a year earlier, while operating income rose 14% to $73 million and GAAP diluted EPS rose 14% to $0.84. The company narrowed its fiscal 2026 revenue growth outlook to the low end of its range, citing market challenges in Learning, and reaffirmed its Adjusted EBITDA margin, Adjusted EPS and Free Cash Flow guidance.
Revenue was $422 million vs. $427 million a year earlier; Learning revenue fell 11% to $143 million, while Research revenue rose 6% to $279 million.
GAAP diluted EPS was $0.84 vs. $0.74; Adjusted EPS was $1.10, up 12% at constant currency.
Fiscal 2026 revenue growth is now expected to be low-single digit, narrowed from low-to-mid single digit growth.
Reaffirmed fiscal 2026 guidance: Adjusted EBITDA margin of 25.5% to 26.5%, Adjusted EPS of $3.90 to $4.35 and Free Cash Flow of approximately $200 million.
Wiley reported first-quarter fiscal 2026 results for the quarter ended July 31, 2025. GAAP revenue fell to $397 million from $404 million, while GAAP diluted EPS was $0.22 versus a loss of $0.03 a year earlier, and adjusted EPS rose 2% to $0.49. Adjusted EBITDA fell 3% to $70 million, and the company reaffirmed its full-year fiscal 2026 outlook, which shareholders can compare against these mixed quarterly results.
GAAP revenue of $397 million compared with $404 million a year earlier; adjusted revenue rose 1% at constant currency.
Research revenue of $282 million rose 6% as reported, helped by $16 million of AI licensing revenue versus $1 million a year earlier.
Learning revenue of $115 million fell 7% as reported, largely due to prior-year AI licensing revenue and softness in Professional.
Fiscal 2026 outlook reaffirmed, including adjusted EPS of $3.90 to $4.35 and free cash flow of approximately $200 million.
Wiley's board raised the quarterly cash dividend to $0.355 per share, an annual rate of $1.42 versus $1.41 in Fiscal 2025, marking its 32nd consecutive annual increase. The board also approved a $250 million share repurchase authorization, up from $200 million authorized in 2020, which gives shareholders a larger return of cash and a higher buyback capacity.
Quarterly dividend of $0.355 per share, payable July 24, 2025, to holders of record on July 8, 2025
Annual dividend of $1.42 per share, up from $1.41 per share in Fiscal 2025
Share repurchase authorization of $250 million, up from $200 million set in 2020
In Fiscal 2025, Wiley allocated $76 million to dividends and $60 million to share repurchases
John Wiley & Sons appointed Craig Albright, a former Xerox finance executive, as executive vice president and chief financial officer, effective June 26, 2025. Chris Caridi, who had been interim CFO, will remain with the company as senior vice president, chief accounting officer and finance transformation leader. A permanent CFO in place ends the interim period in the finance function.
Craig Albright becomes EVP and CFO effective June 26, 2025, reporting to CEO Matthew Kissner.
Albright's base salary is $550,000, with a target annual incentive of 100% of base salary and a target long-term incentive of 200% of base salary.
Albright previously served as CFO, Americas and Global Cash Center Lead at Xerox from 2020 through 2024.
Chris Caridi continues as senior vice president, chief accounting officer and finance transformation leader.
John Wiley & Sons reported results for the fiscal year ended April 30, 2025, with diluted EPS of $1.53 versus a loss of $3.65 a year earlier, while reported revenue fell to $1,678 million from $1,873 million due to divested businesses. The company also gave fiscal 2026 adjusted EPS guidance of $3.90 to $4.35, which matters to shareholders because it sets a reference point for expected earnings after a year of higher adjusted profit and lower reported sales.
Full-year diluted EPS was $1.53 vs. $(3.65); operating income was $221 million vs. $52 million.
Adjusted EPS rose 31% to $3.64; Adjusted Revenue excluding divestitures grew 3% at constant currency.
Fiscal 2026 outlook: adjusted EPS of $3.90 to $4.35, adjusted EBITDA margin of 25.5% to 26.5%, and free cash flow of approximately $200 million.
Wiley received $120 million in cash from the University Services divestiture after the fiscal year closed.
John Wiley & Sons approved higher pay for Christopher Caridi, its Interim Chief Financial Officer, effective April 1, 2025. His base salary rises from $406,653 to $450,000, and his annual bonus target rises from 50% to 85% of salary, for the duration of his interim role. The changes do not alter his equity compensation or other benefits, and they apply only while he serves in the interim position.
Base salary increases from $406,653 to $450,000, effective April 1, 2025
Annual bonus target under the Wiley Annual Incentive Plan rises from 50% to 85% of base salary
No changes to equity compensation or other benefits
Changes were approved on March 20, 2025 and last only while Caridi serves as Interim CFO
Wiley reported third-quarter fiscal 2025 revenue of $405 million, down from $461 million, as divested businesses no longer contributed; adjusted revenue rose 1.2% at constant currency. The GAAP loss per share narrowed to ($0.43) from ($2.08), though a non-cash income tax adjustment and other charges weighed on results. The company reaffirmed its fiscal 2025 outlook at the middle to high end of its ranges and raised its fiscal 2026 Adjusted EBITDA margin target to 25% or more.
Reported revenue of $405 million vs. $461 million in the prior-year quarter, reflecting foregone revenue from divested businesses
Operating income of $52 million vs. a loss of $46 million; Adjusted EPS of $0.84, up 39%
GAAP EPS loss of ($0.43) vs. ($2.08), primarily due to a $31.7 million non-cash income tax valuation allowance adjustment in the quarter
Fiscal 2026 Adjusted EBITDA margin target raised to 25%+ from 24-25%; full fiscal 2026 guidance due June 2025
Wiley's board elected Dr. Karen N. Madden, Senior Vice President and Chief Technology Officer at MilliporeSigma, as a director effective February 28, 2025, and appointed her to the Audit Committee. The filing describes her as independent under NYSE rules and sets out her non-employee director pay, which is routine for a board addition and adds an independent director with R&D and innovation expertise.
Board election effective February 28, 2025; announced March 5, 2025
Annual cash retainer of $85,000 and annual restricted stock award of $130,000
Appointed to the Audit Committee; board determined she is independent under NYSE rules
Previously Senior Vice President and Chief Innovation Officer at PerkinElmer
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