WLY 10-K & 10-Q changes, risk factors and insider trading

AdvancementsWhile advancements in technology, including advancements in generative artificial intelligence (collectively, AI Technologies), havepresent mademeaningful unauthorizedopportunities copyingfor andour widebusiness, disseminationthey ofalso unlicensedintroduce contentnew easier.challenges in protecting our intellectual property. Detection of unauthorized use of our intellectual property and enforcement of our intellectual property rights have become more challenging, in partchallenging due to the increasing volume and sophistication of attempts at unauthorized use of our intellectual property, including from generative AI developers.use. As our business and the presence and impact of bad actors become more global in scope, we may not be able to protect our proprietary rights in a cost-effective manner in other jurisdictions. In addition, intellectual property protection may not be available in every country in which our products and services are distributed or made available through the internet.

We may not be able to realize the expected benefits of our growth strategies, which areas described in Item 1. Business, which could adversely impact our consolidated financial position and results of operations.

We may not be able to adequately drive publishing output and journal expansion to meet the global demand for peer-reviewed research, nor expand related licensing, platform, and service offerings for institutions, corporations, and societies.

Technological developments in artificial intelligence (AI) could disrupt the markets in which we operate and subject us to increased competition, cannibalization, legal and regulatory risks, and compliance costs.

Technological developments in artificial intelligence,AI, including machine learning technology, large language models, and AI Technologies and their current and potential future applications, are rapidly evolving. The full extent of current or future risks related thereto is not possible to predict. AI Technologies could significantly disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, the sale of new products leveraging AI Technologies may result in the cannibalization of sales for existing products, which may harm our results of operations.

Regulations related to AI Technologies may also impose on us certain obligations and costs related to monitoring and compliance. ForIn example,the inUS, Aprilmultiple 2023,federal agencies, including the Federal Trade Commission, USthe Department of Justice, the Consumer Financial Protection Bureau, and USthe Equal Employment Opportunity CommissionCommission, releasedhave a joint statement on AI demonstratingexpressed interest in monitoring the development and use of automated systems and enforcement ofenforcing their respective laws and regulations.regulations In October 2023,in the Presidentialcontext Administrationof signedAI. anWhile the current administration has taken a deregulatory approach to AI, including revoking the prior administration's 2023 executive order thatestablishing establishes new standards forfederal AI safety and security.security policies and oversight requirements, the regulatory environment remains dynamic and subject to change. In addition to the US regulatory framework, the EU introducedhas aenacted newcomprehensive regulation applicable to certain AI Technologiessystems and the data used to train, test, and deploy them,them. whichThe couldregulation imposeis being implemented on a phased basis, with the majority of obligations applicable from August 2026 and certain provisions for high-risk AI systems phased in through 2027 and 2028. It imposes, or is expected to impose, significant requirements on both the providers and deployers of AI Technologies.systems. Implementation guidance and compliance obligations continue to be refined.

Potential reductionsReductions in USor restrictions on federal research funding for libraries and changes to US higher education policy may adversely affect our businessbusiness.

Wiley is a global business and enjoys healthy geographic revenue distribution and funding diversity worldwide,worldwide. butThe anycurrent materialfunding environment remains fluid, with ongoing legal challenges, congressional appropriations debates, and sustainedadministrative decreaseactions inthat UScontinue publicto funding for research and education could adversely affect our results of operations over time.evolve. We cannot predict the ultimate scope of these developments, the extent to which future US federal budgets or policy changesthey may impactinfluence funding policies in other countries, or their full impact on our customers,customers or our business, but such actions may have a significant and negative effect on our US market.

We continually evaluate the performance and strategic fit of all of our businesses and may sell businesses or product lines. We completed the divestiture of our non-core education businesses that no longer aligned with our strategic direction or growth targets, as previously disclosed. While these divestitures have been finalized, certain financial arrangements associated with these transactions, including Sellers Notes and earnout provisions, continue to present potential risks and uncertainties that could adversely affect our business, consolidated financial position, and consolidated results of operations. These post-divestiture financial arrangements require ongoing monitoring and management attention to ensure compliance with agreement terms and to mitigate potential adverse impacts on our financial position. If the buyers of our divested businesses experience operational or financial difficulties, our ability to collect on Sellers Notes or realize anticipated earnout payments could be impaired. See Note 4, "AcquisitionsAcquisition and Divestitures" for further details.

A reduction in enrollment at colleges and universities could adversely affect the demand for our higher educationAcademic products.

The Company and industry are highly dependent on the loyal engagement of key leaders and colleagues. Loss of talent due to inadequate skills and career path development,development or maintaining competitive salaries and benefits could have a significant impact on Company performance.

The cybersecurity risks we face range from cyberattacks common to most industries, such as the development and deployment of malicious software to gain access to our networks and attempt to steal confidential information, launch distributed denial of service attacks, or attempt other coordinated disruptions, to more advanced threats that target us because of our prominence in the global research and advisory field. Given that ourOur employees work remotely, at least some of the time, which magnifies the importance of the integrity of our remote access security measures.

Like many multinational corporations, we, and some third parties upon which we rely, have experienced cyberattacks on our computer systems and networks in the past and may experience them in the future, likely with more frequency and sophistication and involving a broader range of devices and modes of attack, all of which will increase the difficulty of detecting and successfully defending against them. To date, none have resulted in any material adverse impact toon our business, operations, products, services, or customers. Wiley has invested heavily in cybersecurity tools and resources to keep our systems safe. We have implemented various security controls to meet our security obligations, while also defending against constantly evolving security threats. Our security controls help to secure our information systems, including our computer systems, intranet, proprietary websites, email, and other telecommunications and data networks, and we scrutinize the security of outsourced website(s) and service providers prior to retaining their services. However, the security measures implemented by us or by our outside service providers may not be effective, and our systems (and those of our outside service providers) may be vulnerable to theft, loss, damage, and interruption from a number of potential sources and events, including unauthorized access or security breaches, cyberattacks, computer viruses, power loss, or other disruptive events.

A cyberattack could cause delays in initiating or completing sales, impede delivery of our products and services to our clients, disrupt other critical client-facing or business processes, or dislocate our critical internal functions. Additionally, any material breaches or other technology-related catastrophe, or media reports of perceived security vulnerabilities to our systems or those of our third parties, even if no breach has been attempted or has occurred, could cause us to experience reputational harm, loss of customers and revenue, fines, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard our customers information, or financial losses that are either not insured against or not fully covered through any insurance maintained by us.losses.

Challenges and uncertainties associated with operating in certain global markets hashave a higher risk due to political instability, economic volatility, crime, terrorism, corruption, social and ethnic unrest, and other factors, which may adversely impact our consolidated financial position and results of operations.

In our Research segment, approximately 30%31% of the articles we published in calendar year 20242025 included China-based authors. This compares to the industry percentage which is approximately 32%34% of articles published in calendar year 20242025 which included China-based authors. Any restrictions on exporting intellectual property could adversely affect our business and consolidated financial position and results of operations. Chinese governments and institutions are producing early warning lists of journals published by non-Chinese publishers that have high proportions of Chinese content which could have an impact on future article volumes.

Our book business is not dependent upon a single customer; however, the industry is concentrated in national, regional, and online book resellers. Although no book customer accounts for more than 6% of total consolidated revenue and 9%7% of accounts receivablereceivable, net at April 30, 2025,2026, the top 10 book customers account for approximately 12% of total consolidated revenue and approximately 24%20% of accounts receivablereceivable, net at April 30, 2025.2026.

Changes in global financial markets have not had, nor do we anticipate they will have, a significant impact on our liquidity. We continue to believe that we have the ability tocan meet our financing needs for the foreseeable future. We typically generate significant operating cash flow from ongoing operations, continue to maintain available cash and other financial assets, retain access to the capital markets, and have available committed lines of credit through our syndicated credit agreement. As market conditions change, we will continue to monitor our liquidity position. However, there can be no assurance that our liquidity or our consolidated financial position and results of operations will not be adversely affected by possible future changes in global financial markets and global economic conditions. Unprecedented market conditions, including illiquid credit markets, volatile equity markets, dramatic fluctuations in foreign currency and interest rates, and economic recession, could have a material adverse effect on our business and future results.

As a result of acquisitions, we recorded a significant amount of goodwill and other identifiable intangible assets. At April 30, 2025,2026, we had $1,121.5$1,132.4 million of goodwill and $595.0$579.0 million of intangible assets, of which $124.5$127.2 million are indefinite-lived intangible assets, on our Consolidated Statements of Financial Position. The intangible assets are principally composed of content and publishing rights, customer relationships, brands and trademarks, and developed technology. Failure to achieve business objectives and financial projections could result in an asset impairment, which would result in a noncash charge to our consolidated results of operations. Goodwill and intangible assets with indefinite lives are tested for impairment on an annual basis and when events or changes in circumstances indicate that impairment may have occurred. Intangible assets with definite lives, which were $470.5$451.8 million at April 30, 2025,2026, are tested for impairment only when events or changes in circumstances indicate that an impairment may have occurred. Determining whether an impairment exists can be difficult as a result of increased uncertainty and current market dynamics and requires management to make significant estimates and judgments. A noncash intangible asset impairment charge could have a material adverse effect on our consolidated financial position and results of operations. See Note 11, “Goodwill and Intangible Assets” for further information related to goodwill and intangible assets, and the impairment charges recorded in the yearsyear ended April 30, 2024 and 2023.2024.

We are exposed to risks and uncertainties caused by factors beyond our control, including global economic, public health, and geopolitical conditions. These include economic weakness, softness in consumer and corporate spending, uncertainty and volatility, including the potential for a recession; a competitive labor market and evolving workforce expectations; inflation, rising interest rates; public health crisis, including pandemics; financial stability of the banking industry, and political and sociopolitical uncertainties and conflicts. The potential escalation of trade tensions between the US and China could slow down China's economy, which could impact Research Publishing, accelerate China's move towards Transformational Agreements, lead to caps on APCs and/or pressure to publish in non-US journals, and increase risks related to exchange rate fluctuations. These factors may result in declines and/or volatility in our results or stock price. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment, or continued unpredictable and unstable market conditions. Our business could also be impacted by volatility caused by geopolitical events, such as the conflict in Ukraine.Ukraine and instability in the Middle East. In addition, the actual or perceived effects of a disease outbreak, epidemic, pandemic, or similar widespread public health concern, such as COVID-19, could also materially and adversely affect our results. The future impact that global economic, public health, and geopolitical conditions will have on our business operations and financial results is uncertain and will depend on numerous evolving factors and developments that we are not able to reliably predict or mitigate. It is also possible that these conditions may impact other risks discussed in this section.

As ofa thepredominantly datedigital ofcontent thisand Annualservices Reportbusiness, onour Formdirect 10-K,exposure discussionsto remaingoods ongoingtariffs inis respectlimited. ofHowever, certainthese and any further tariff actions and trade restrictions and tariffs on imports from Canada, China, Mexico, and Europe, as well as retaliatory tariffs enacted in response to such actions. Any of these factors could depress economic activityactivity, constrain the budgets of our institutional customers, and restrict our access to suppliers or customers and, in turn, have a material adverse effect on the business and financial condition of such suppliers and customers or other counterparties we do business with, which in turn would negatively impact our consolidated financial position and results of operations.

Wiley is one of the world’s largest publishers and a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning.  The Company’s content, services, platforms, and knowledge networks are tailored to meet the evolving needs of its customers and partners, including institutions, societies, corporations, researchers, students, instructors, professionals, institutions, and corporations.other professionals. Wiley is a predominantly digital company with 83%85% of its Adjusted Revenuerevenue for the year ended April 30, 2025,2026, generated by digital products and services. For the year ended April 30, 2025,2026, 48% of Adjusted Revenuerevenue 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.

Wiley also reported a Held for Sale or Sold segment in the years ended April 30, 2025 and 2024, which primarily included non-core businesses which were classified as held-for-sale until the date of sale, as well as other businesses which were sold. Through the Research segment, we provide peer-reviewed scientific, technical, and medical (STM) journals, content platforms, and related 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 to researchers, professionals, and students, digital courseware for instructors and students, and assessment services to businesses and professionals.

Wiley’s business strategies are tightly aligned with consistent long-term growth trends, including (1) ever-increasing global R&D investment,investment and researcher productivity gains from AI, leading to growth in scientific research output and the number of institutions and researchers worldwide.worldwide, and (2) the ever-increasing need for authoritative content to fuel AI models and applications. These strategies include expanding our publishing program and journal portfolio to meet the global demand for peer-reviewed research, driving additional value in our subscription-based models for universities and corporations, volume-based models for open access, content licensing opportunities for applications in scienceAI and innovation,data analytics, and content platform and service offerings for corporations and societies. AI and data analytics is our emerging growth engine, leveraging our proprietary content, data, and partnership ecosystem for corporate models and applications. Learning strategies include selectively scaling high-value digital content, courseware, and assessments to meet targeted opportunities in education and professional development.

•US GAAP Results: Revenue of $1,677.6$1,676.5 million (-10% comparedconsistent with the prior year due to foregone revenue from divested businesses), Operating income of $221.4$276.9 million ($+169.1 million25% compared with the prior year), and Diluted Earnings per Share of $1.53$4.16 (+$5.18$2.63 compared with the prior year).

•Adjusted Results at Constant Currency (excluding Held for Sale or Sold segment results): Adjusted Revenue of $1,660.2$1,676.5 million (+3% comparedconsistent with the prior year), Adjusted Operating Income of $250.5$296.2 million (+29%,18%, compared with the prior year), Adjusted EBITDA of $397.7$439.6 million (+8%10% compared with the prior year), and Adjusted EPS of $3.64$4.19 (+31%15% compared with the prior year).

•Net Cash Provided by Operating Activities of $202.6 million ($-5.0 million compared with the prior year), and Free Cash Flow Less Product Development Spending of $125.9 million ($+11.6 million compared with the prior year) Revenue for the year ended April 30, 2025,2026, decreased $195.4$1.1 million, oressentially 10%, asflat compared with the prior year. On a constant currency basis, revenue decreased 10%1% as compared with the prior year. Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue increasedwas 3%consistent with the prior year on a constant currency basis. AI license revenue was $40 million in the year ended April 30, 2025 compared to $23 million in the prior year.

Cost of sales for the year ended April 30, 2025,2026, of $431.4$431.5 million, decreasedincreased $148.3$0.1 million, orand 26%was as comparedconsistent with the prior year. On a constant currency basis, cost of sales decreased 26%1% as compared with the prior yearyear. This was primarily due to lower inventory costs primarily in Learning and, to a lesser extent, 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 costsprimarily related to the Wiley Edge business which was sold on May 31, 2024. These factors were partially offset by higher royalty costs.

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales decreasedincreased 1% on a constant currency basis primarily due to lowerhigher productroyalty developmentcosts andwhich inventory-relatedincludes costs,higher royalty on AI license revenue from content licensed from other publishers, partially offset by higherlower royaltyinventory costs.costs primarily in Learning.

Operating and administrative expenses for the year ended April 30, 2025,2026, of $947.4$895.9 million decreased $66.1$51.5 million, or 7%,5%, as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 7% as compared with the prior year primarily reflectingdue to restructuring and cost savings initiatives resulting in lower employee related costs and, to a lesser extent, lower depreciationprofessional and amortization, partially offset by an increase in enterprise modernization costs.fees.

ExcludingOn thea constant currency basis, operating and administrative expenses excluding expenses from the Held for Sale or Sold segment, operating and administrative expensessegment decreased 1%6% as compared with the prior yearyear. onThis adecline constant currency basiswas primarily due to lower depreciationrestructuring and amortizationcost savings initiatives resulting in lower employee costs and, to a lesser extent, employmentslower costs,professional partially offset by an increase in enterprise modernization costs.fees.

We recorded restructuring and related charges in the years ended April 30, 20252026 and 20242025 of $25.6$19.2 million and $63.0$25.6 million, respectively. These charges are reflected in the Restructuring and related charges in the Consolidated Statements of Income (Loss). These amounts include a credit of $(0.1) million and $(3.8) million for the years ended April 30, 2026 and 2025, respectively, related to the Business Optimization Program, a prior restructuring initiative.

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

Amortization of intangible assets was $51.8$53.1 million for the year ended April 30, 2025,2026, aan decreaseincrease of $4.2$1.2 million, or 7%2% as compared with the prior year. On a constant currency basis, amortization of intangible assets decreasedwas 8% as comparedconsistent with the prior year primarily due to the cessation of amortization for held-for-sale assets and the completion of amortization of certain acquired intangible assets.assets, Seeoffset Noteby 4,amortization “Acquisitionsexpense andrelated Divestitures”to foracquired moredefinite detailslived onintangible theseassets, divestitures.including those acquired as part of an acquisition.

Operating income for the year ended April 30, 2025,2026, of $221.4$276.9 million increased $169.1$55.5 million, or 25% as compared with the prior year. On a constant currency basis, the operating income increaseincreased was consistent with the reported increase25% as compared with the prior year. The increase was primarily due to lower costs of sales, and the $108.4 million impairment of goodwill in the prior year and, to a lesser extent, lower operating and administrative expenses, and restructuring charges, partially offset by a decrease in revenue.

Adjusted OI and Adjusted EBITDA on a constant currency basis for the year ended April 30, 2026 increased 29%18% and 10%, respectively, as compared with the prior year. The increase in Adjusted OI and Adjusted EBITDA was primarily due to an increase in Adjusted Revenue and, to a lesser extent, lower operating and administrative expenses.expenses, partially offset by higher cost of sales.

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

Interest expense for the year ended April 30, 2025,2026, was $52.5$43.8 million compared with the prior year of $49.0$52.5 million. This increasedecrease was primarily due to a higherlower weighted average effective interest rate onand borrowings.a decrease in the total debt outstanding.

Foreign Exchange Transaction (Losses):

These charges are reflected in Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Consolidated Statements of Income (Loss). See Note 4, “Acquisition and Divestitures” for more details on these divestitures.

Other Income (Expense), Income, Net:

Other income,(expense), net was $5.5$(6.5) million for the year ended April 30, 20252026 compared with the prior year Other (expense),income, net of $(4.0)$5.5 million, ana increasedecrease of $9.5$12.0 million. This change was primarily due to an increase inforegone interest income relateddue to the seller notes as a result of the sale of the University Services and Wiley Edge. SeeSeller Note 4,on “AcquisitionsJune and5, Divestitures”2025 and, to a lesser extent, an increase in pension expense for moreour detailsdefined onbenefit these divestitures.plans.

(Benefit) Provision for Income Taxes:

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

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

The Company's effective tax rate for the year ended April 30, 2025,2026, was primarily driven by the impact of the US valuation allowance,allowance release, the enactment of tax rate reductions in Germany, and the rates of tax imposed on income earned in foreign jurisdictions, and state taxes.jurisdictions.

In fiscal year 2024, due to temporary differences in the US, our deferred taxes reversed from a net deferred tax liability position to a net deferred tax asset position. Due to losses in the US resulting from impairments, restructuring,restructuring activities, and the acceleration of amortization expense on capitalized software, we concluded it was more-likely-than-notmore likely than not that all or a portion of our deferred tax assetassets maywould not be realized. As a result, we established a valuation allowance of $30.2$53.5 million.million, Duringwhich increased to $77.3 million in fiscal year 2025 we increased this valuation allowance by $26.0 million, because of an increase in the US net deferred tax asset attributable primarily to interest expense disallowance and the capitalization of R&D expenses.2025.

ExcludingThe Non-GAAP Adjusted Effective Tax Rate for the restructuringyear andended relatedApril charges,30, impact2026, ofwas valuation24.4%. allowance, and other adjustments noted in the table above, theThe Non-GAAP Adjusted Effective Tax Rate for the year ended April 30, 2025, was 21.0%. The Non-GAAP Adjusted Effective Tax Rate for the year ended April 30, 2024, was 21.4%. The decreaseincrease in the Non-GAAP Adjusted Effective Tax Rate before these items was primarily due to the mix of earnings by jurisdiction for the year ended April 30, 2025.2026.

Diluted Earnings (Loss) Per Share (EPS):

EPS for the year ended April 30, 2025,2026, was $1.53$4.16 per share compared to a loss of $(3.65)$1.53 per share in the prior year. This increase was primarily due to anhigher increaseincome before taxes, and a benefit for income taxes in operatingfiscal income,year 2026 compared with a decrease in the pretax net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale, partially offset by an increase in the provision for income taxes in the yearprior ended April 30, 2025.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, “(Benefit) Provision for Income Taxes.”

On a constant currency basis, Adjusted EPS increased 31%15% primarily due to an increase in Adjusted Operating IncomeIncome, and,partially tooffset a lesser extent,by an increase in interestthe income.Adjusted Effective Tax Rate.

On a constant currency basis, Adjusted EBITDA increased 5%8% as compared with the prior year. This increase was primarily due to higher revenue,revenue and, to a lesser extent, restructuring and cost savings initiatives, partially offset by higher employment relatedroyalty costs.

Wiley is a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning. The Company’s content, services, platforms, and knowledge networks are tailored to meet the evolving needs of its customers and partners, including institutions, societies, corporations, researchers, students, instructors, professionals, institutions, and corporations.other professionals. Wiley is a predominantly digital company with over 83%85% of its Adjusted Revenuerevenue for the year ended April 30, 20252026 generated by digital products and services. For the year ended April 30, 2025,2026, 48% of Adjusted Revenuerevenue 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.

Through the Research segment, we provide peer-reviewed scientific, technical, and medical (STM) journals, content platforms, and related publishing and audience solutions to academic, corporate, and government customers, academic societies, and individual researchers. As a result of the Emerald Publishing acquisition, the Research segment also includes additional journals, books, and business cases across disciplines, with particular emphasis on economics, business, finance, engineering, and the social sciences. The Learning segment provides scientific, professional, and education print and digital books to researchers, professionals, and students, digital courseware for instructors and students, and assessment services to businesses and professionals.

Wiley’s business strategies are tightly aligned with consistent long-term growth trends, including (1) ever-increasing global research and development investment and researcher productivity gains from artificial intelligence (R&DAI) investment,, leading to growth in scientific research output and the number of institutions and researchers worldwide.worldwide, and (2) the ever-increasing need for authoritative content to fuel AI models and applications. These strategies include expanding our publishing program and journal portfolio to meet the global demand for peer-reviewed research, driving additional value in our subscription-based models for universities and corporations, volume-based models for open access, content licensing opportunities for applications in sciencedata and innovation,AI analytics, and content platform and service offerings for corporations and societies. AI and data analytics is our emerging growth engine, leveraging our proprietary content, data, and partnership ecosystem for corporate models and applications. Learning strategies include selectively scaling high-value digital content, courseware, and assessments to meet targeted opportunities in education and professional development.

RESULTS OF OPERATIONS – THREE MONTHS ENDED JANUARYJULY 31, 2026

THIRDFIRST QUARTER SUMMARY

•US GAAP Results: Consolidated Revenue of $410.0$386.4 million (+1%,-3%, compared with the prior year), Operating Income of $62.8$2.9 million (+21%,-91%, compared with the prior year), and Diluted EarningsLoss per Share of $0.56$(0.23) (+$0.99, compared with the prior year diluted lossearnings per share of $0.22).

◦•Adjusted Results at Constant Currency: Revenue of $410.0$386.4 million (consistent-3% compared with the prior year), Adjusted Operating Income of $69.8$30.9 million (+22%,-9%, compared with the prior year), Adjusted EBITDA of $105.4$67.8 million (+12%,-4%, compared with the prior year), and Adjusted EPS of $0.97$0.44 (+19%,-10%, compared with the prior year).

Revenue for the three months ended JanuaryJuly 31, 2026 increasedof $5.4$386.4 million decreased $10.4 million, or 1%,3%, as compared with the prior year.year Onand on a constant currency basis,basis revenueincluding the contributions from Emerald Publishing of $13.3 million which was consistentacquired withon theJune prior1, year. Artificial intelligence (AI) license revenue was $7.3 million for the three months ended January 31, 2026 as compared with $9 million in the prior year. The period to period comparability of AI license revenue can fluctuate due to timing and the nature of the underlying content.2026.

Cost of sales for the three months ended JanuaryJuly 31, 2026 of $107.8$100.9 million increaseddecreased $3.6$8.4 million, or 3% as compared with the prior year. On a constant currency basis, cost of sales increased 2%8% as compared with the prior year and on a constant currency basis primarily due to lower royalty costs. The prior year included higher royalty costs,costs partiallyrelated offsetto byAI lowerlicense inventoryrevenue costs.from content licensed from other publishers.

Operating and administrative expenses for the three months ended JanuaryJuly 31, 2026 of $219.1$238.5 million decreased $10.9$1.8 million, or 5%1% as compared with the prior year.year Onand on a constant currency basis,basis. operating and administrative expenses decreased 7%. ThisThe decline was primarily due to restructuring and cost savings initiatives resulting in lower employee costs, and lower professional fees.fees due to timing. This was partially offset by the incremental impact from the acquisition of Emerald Publishing and, to a lesser extent, higher bad debt expense.

We recorded restructuring and related charges in the three months ended JanuaryJuly 31, 2026 and 2025 of $7.1$16.5 million and $5.6$3.0 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss). Income. The three months ended July 31, 2025 includes a credit of $(0.1) million related to the Business Optimization Program, a prior restructuring initiative.

Beginning in fiscal year 2023, the Company initiated the Global Restructuring ProgramProgram. whichThe program 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 largelargest market opportunities in Research and Learning, as well as streamline our organizationorganization, and rightsize our cost structure to reflect these portfolio actions.structure. Under this program, we reduced our real estate square footage occupancy by approximately 35%. The program was further expanded in the fourth quarter of fiscal year 2025 to align technology costs and other corporate expenses following the completion of our divestitures, and again in the first quarter of fiscal year 2027 to include additional portfolio and cost optimization actions. As a result of these initiatives, this expanded program will include severance related charges, consulting, facility-related, and other costs.

Excluding actions related to the Held for Sale or Sold segment, weWe anticipate to yield annualized cost savings of approximately $125 million, with approximately $110$120 million of that to be realized in fiscal year 20262027 from actions taken starting in fiscal year 2024.

For the three months ended JanuaryJuly 31, 2026 and 2025, we recorded pretax restructuring charges of $7.1$16.5 million and $5.6$3.1 million, respectively, related to this program.

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

Amortization of intangible assets was $13.3$16.5 million for the three months ended JanuaryJuly 31, 2026, an increase of $0.3$3.2 million, or 2%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 1%25%, as compared with the prior year and on a constant currency basis. The increase was primarily due to the completion of amortization of certain acquired intangible assets, partially offset by the amortization expense related to acquired definite lived intangible assets, includingprimarily those acquired as part of anthe acquisition.Emerald acquisition, partially offset by the completion of amortization of certain acquired intangible assets.

Operating income for the three months ended JanuaryJuly 31, 2026 of $62.8$2.9 million increaseddecreased $10.9$28.0 million, or 21%91% as compared with the prior year.year Onand on a constant currency basis, operating income increased 21% as compared with the prior year.basis. The increasedecrease was primarily due to lowerhigher operatingrestructuring charges, acquisition and administrativeintegration expenses,related costs in fiscal year 2027, and lower revenue. This was partially offset by higherlower cost of sales, and restructuring charges.sales.

Adjusted OI and Adjusted EBITDA on a constant currency basis for the three months ended JanuaryJuly 31, 2026 increaseddecreased 22% and 12%, respectively,9%, as compared with the prior year. TheseThe increasesdecrease werewas primarily due to lower operating and administrative expenses,revenue, partially offset by anlower increase in costscost of sales.sales and, to a lesser extent, lower operating and administrative expenses.

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

Interest expense for the three months ended JanuaryJuly 31, 2026 was $11.5$13.9 million compared with the prior year of $14.0$11.0 million. ThisThe decreaseincrease was primarily due to higher debt outstanding primarily due to the funding of the Emerald acquisition, partially offset by a lower weighted average effective interest rate and, to a lesser extent, a decrease in the total debt outstanding.rate.

Net Foreign Exchange Transaction (Losses):

Net foreign exchange transaction losses of $(4.20.4) million for the three months ended JanuaryJuly 31, 20252026 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and payable balances, partially offset by gains on our foreign currency denominated third party accountsthird-party receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

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

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

These charges are reflected in Net gain (loss) on sale of businesses, assets,businesses and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income (Loss). See Note 3, “Divestitures” for more details on the divestitures.Income.

Other (Expense) Income,Expense, Net:

Other expense, net was $(1.52.3) million for the three months ended JanuaryJuly 31, 2026, compared to other income, net of $1.0$(0.1) million in the prior year. ThisThe decreaseincrease was primarily due to foregone interest income due to the sale of the University Services Seller Note on June 4,5, 2025.2025 Seeand Notethe 3,cessation “Divestitures”of forinterest more detailsincome on the sale.Wiley Edge Seller Note beginning on January 5, 2026.

(Benefit) Provision for Income Taxes:

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

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

The US GAAP effective tax rate for the three months ended JanuaryJuly 31, 2026 was 33.1%6.8% compared to 222.9%33.9% for the three months ended JanuaryJuly 31, 2025. The US GAAP effective tax rate for the three months ended JanuaryJuly 31, 2026 was lower than the prior year primarily due to a change in jurisdictional mix of earnings.earnings and acquisition and integration related costs incurred this quarter in connection with the acquisition of Emerald Publishing.

The Non-GAAP Adjusted Effective Tax Rate was 25.1%24.6% for the three months ended JanuaryJuly 31, 2026 compared to 21.6%23.3% for the three months ended JanuaryJuly 31, 2025. The increase in the Non-GAAP Adjusted Effective Tax Rate for the three months ended JanuaryJuly 31, 2026 compared with the prior year was primarily due to thea change in jurisdictional mix of income.earnings.

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, and 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,OBBBA, we determined the impact of these to be insignificant and reflected these in our financial statements using management’smanagement's best estimate throughstarting in the thirdfirst quarter of fiscal year 2026. Certain provisions of OBBBA became effective in fiscal year 2027, which we reflected this quarter using management's best estimate but are deemed to be insignificant. We are continuing to evaluate the full year impact of the OBBBA and, based on ourfuture preliminary analysis, we do not anticipate a material effect on our consolidated financial statements for the year ended April 30, 2026.periods.

Diluted Earnings (Loss) Earnings per Share:

Diluted earningsloss per share for the three months ended JanuaryJuly 31, 2026 was $0.56$(0.23) per share compared with a lossearnings per share of $(0.43)$0.22 per share for the three months ended JanuaryJuly 31, 2025. This increasedecrease was primarily due to a decrease in theoperating income, partially offset by an income tax benefit in fiscal year 2027 compared to an income tax provision for income taxes and, to a lesser extent, an increase in incomefiscal beforeyear taxes.2026.

Below is a reconciliation of our US GAAP Earnings (Loss) Earnings 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, “(Benefit) Provision for Income Taxes.”

On a constant currency basis, Adjusted EPS increaseddecreased 19%10% primarily due to lower Adjusted Operating Income in Learning, an increase in Adjustedinterest Operating Incomeexpense and, to a lesser extent, lower dilutedinterest weighted-average number of common shares outstanding, partially offset by an increase in the Adjusted Income Tax Provision.income.