On February 3, 2025, we completed the acquisition of an immaterial business included in our Learning segment. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed was finalized during the three months ended April 30, 2026.



	For the Years Ended April 30,

	2026		2025		2024
CrossKnowledge	$	(2,309)	$	4,119	$	(55,440)
University Services	(934)		(12,578)		(107,048)
Wiley Edge	(422)		(14,852)		(19,401)
Other disposition activity	(1,163)		(29)		(1,500)
Net loss on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(4,828)	$	(23,340)	$	(183,389)

In the year ended April 30, 2026, we recognized a loss of $2.3 million related to the sale of this business. Included in the selling price for CrossKnowledge was contingent consideration in the form of an earnout. We estimate the fair value of the CrossKnowledge earnout, which had a fair value of $1.8 million at the time of sale, to be zero as of April 30, 2026, based upon the business outlook which reflects adverse changes in market conditions. In addition, in the year ended April 30, 2026, we recorded a write-off of $0.5 million related to an uncollectible receivable associated with CrossKnowledge.

In the year ended April 30, 2025, upon the completion of the sale, we recognized a net gain of $4.1 million, primarily due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group.

In the year ended April 30, 2024, in connection with the held-for-sale classification prior to the sale, we recognized cumulative impairment charges of $55.4 million on the remeasurement of the disposal group at the lower of carrying value or fair value less costs to sell.

On June 5, 2025, Wiley entered into an agreement with Metis Aggregator L.P. and Vistria AP Aggregator, LLC to sell the unsecured promissory note (University Services Seller Note), the contingent consideration in the form of an earnout (University Services Earnout) for fiscal year 2026, and the TVG Investment, and agreed with Education Services Upper 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.

In the year ended April 30, 2025, due to the process of selling these assets, as well as third-party customer consents, working capital adjustments, and changes in the costs to sell, we recognized an additional net loss on sale and impairments of assets of $12.6 million. In the year ended April 30, 2026, we recognized an additional pretax loss of $0.9 million as a result of selling these assets.

In the year ended April 30, 2025, upon the completion of the sale, we recognized a net loss of $14.9 million primarily due to subsequent changes in the fair value less costs to sell, partially offset by the sale of the India operations. The selling price for Wiley Edge included additional contingent consideration in the form of an earnout with a fair value of $15.0 million at the time of sale, based on gross profit targets during each of the three fiscal years in the period beginning May 1, 2024 and ending April 30, 2027 (Wiley Edge Earnout). The fair value of the Wiley Edge Earnout was zero as of April 30, 2025, as the gross profit for the earnout periods was expected to be below the gross profit targets as defined in the stock and asset purchase agreement (Edge Agreement), resulting in no payment to Wiley. We estimate the fair value of the Wiley Edge Earnout to be zero as of April 30, 2026, as the gross profit forecast for each of the fiscal year 2026 and 2027 earnout periods is expected to be below the gross profit targets, which would result in no payments being made to Wiley in the respective periods.

In the year ended April 30, 2024, in connection with the held-for-sale classification, 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.

The selling price for Wiley Edge included an unsecured promissory note (Inspirit Seller Note). As of April 30, 2026 and 2025, the Inspirit Seller Note receivable inclusive of interest is $15.2 million and $14.4 million, respectively, and is reflected in Other non-current assets in our 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 original interest rate of the Inspirit Seller Note was 8% per annum commencing on May 31, 2024, increasing by 1% per annum each year on the anniversary of issuance.

In November 2025, the Inspirit Seller Note was amended to provide that interest would cease to accrue prospectively effective January 5, 2026 (Interest End Date). As a result, no further interest accrues or is payable on the outstanding principal amount of the Inspirit Seller Note. Also in November 2025, we entered into an arrangement with Inspirit whereby we will receive a contingent payment equal to 120% of the foregone interest upon the future occurrence of certain sale or exit events if it exceeds a certain amount of proceeds. As of April 30, 2026, the likelihood and amount of any future payment was not determinable, and no amounts have been recognized related to this contingent arrangement.

Interest income from the note receivable was $0.9 million and $1.0 million for the years ended April 30, 2026 and 2025, respectively, and is included in Other (expense) income, net on the Consolidated Statements of Income (Loss).