Stock-Based Compensation

12 Months Ended

Apr. 30, 2026

Share-Based Payment Arrangement [Abstract]

The Company provides stock-based compensation to its employees and non-employee directors, which may include restricted stock units (RSU), PSU, and stock options (collectively, stock-based awards). All equity compensation plans have been approved by shareholders. On September 29, 2022, the Company’s shareholders approved the John Wiley & Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan (the 2022 Plan), which replaced, with respect to new award grants, our 2014 Key Employee Stock Plan and 2018 Director Stock Plan (the Prior Plans) that were previously in effect. Following the approval of the 2022 Plan, no further awards were available to be issued under the Prior Plans, but awards outstanding under the Prior Plans as of that date remain outstanding in accordance with their terms. A total number of 6.2 million shares of our Class A stock was authorized under the 2022 Plan. In addition, any outstanding awards cancelled from the Prior Plans are added to the shares available under the 2022 Plan. As of April 30, 2026, there were approximately 4.7 million securities remaining that are available for future issuance under the 2022 Plan. We issue treasury shares to fund awards issued under the 2022 Plan.

Performance-Based and Other Restricted Stock Activity

Under the terms of our long-term incentive plans, PSU are payable in restricted shares of our Class A Common Stock upon the achievement of certain three-year or less financial performance-based targets. During each three-year period or less, we adjust compensation expense based upon our best estimate of expected performance. PSU vest 100% on June 30 following the end of the three-year performance cycle.

We may also grant individual RSU payable in shares of our Class A Common Stock to key employees in connection with their employment. RSU generally vest ratably 25% per year.

Under certain circumstances relating to a change of control or termination, as defined, the restrictions would lapse and shares would vest earlier.

Activity for performance-based and other restricted stock awards during the years ended April 30, was as follows (shares in thousands):


	2026			2025	2024
	Restricted Shares	Weighted Average Grant Date Value		Restricted Shares	Restricted Shares
Nonvested shares at beginning of year	1,216	$	38.51	1,203	1,073
Granted	599	$	42.77	735	1,089
Change in shares due to performance	33	$	28.67	71	54
Vested and issued	(492)	$	40.57	(448)	(660)
Forfeited	(147)	$	40.87	(345)	(353)
Nonvested shares at end of year	1,209	$	39.22	1,216	1,203

We recognized stock-based compensation expense (including stock options) primarily in Operating and administrative expenses on the Consolidated Statements of Income (Loss), on a pretax basis, as follows:



	For the Years Ended April 30,

	2026		2025		2024
Stock-based compensation expense	$	20,608	$	22,222	$	24,982

As of April 30, 2026, there was $28.5 million of unrecognized share-based compensation cost related to performance-based and other restricted stock awards, which is expected to be recognized over a period up to 4.0 years, or 2.2 years on a weighted average basis.

Compensation expense for restricted stock awards is measured using the closing market price of our Class A Common Stock at the date of grant. The total grant date value of shares vested during the years ended April 30 was as follows:


	2026		2025		2024
Grant date value of shares vested	$	19,966	$	18,504	$	29,874

Stock Option Activity

Under the terms of our stock option plan, the exercise price of stock options granted may not be less than 100% of the fair market value of the stock at the date of grant. Options are exercisable over a maximum period of ten years from the date of grant. There were no options granted in the years ended April 30, 2026 and 2025, respectively. For the options granted in the year ended April 30, 2024, such options generally vest 10%, 20%, 30%, and 40% on April 30, or on each anniversary date after the award is granted.

The following table provides the estimated weighted average fair value for options granted during the year ended April 30, 2024 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination:




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

As of April 30, 2026, there was $0.3 million of unrecognized share-based compensation cost related to options, which is expected to be recognized over a period up to 2.0 years, or 1.0 year on a weighted average basis.

The following table summarizes the activity and status of our stock option plans during the year ended April 30, 2026:


	Number of Options (in 000’s)	Weighted Average Exercise Price		Weighted Average Remaining Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at beginning of year	250	$	46.87
Granted	—	$	—
Exercised	(3)	$	32.68
Expired or forfeited	(3)	$	55.99
Outstanding at end of year	244	$	46.93	6.5	$	0.8
Exercisable at end of year	181	$	50.90	6.2	$	0.4
Vested and expected to vest in the future at April 30	243	$	46.98	6.5	$	0.8

The intrinsic value is the difference between our common stock price and the option grant price. The total intrinsic value of options exercised during the years ended April 30, 2026 and 2025 was less than $0.1 million and $0.1 million, respectively. There were no options exercised during the year ended April 30, 2024.

The total grant date fair value of stock options vested during the years ended April 30, 2026, 2025, and 2024 was $0.2 million, $0.6 million, and $0.9 million, respectively.

Director Stock Awards

Under the terms of the 2022 Plan, each nonemployee director is eligible to receive an annual award of restricted shares of our Class A Common Stock equal in value to 100% of the annual director stock retainer fee, based on the stock price at the close of the New York Stock Exchange on the date of grant. Such restricted shares will vest on the earliest of (i) the day before the next annual meeting of stockholders following the grant, (ii) the nonemployee director’s death or disability (as determined by the Governance Committee of the Board of Directors (Governance Committee)), or (iii) a change in control (as defined in the 2022 Plan). The granted shares may not be sold or transferred during the time the nonemployee director remains a director.

There were 26,980, 23,940, and 25,744 restricted shares awarded under the 2022 Plan for the years ended April 30, 2026, 2025, and 2024, respectively. In addition, pursuant to the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors’ 2005 & After Compensation, as amended through September 20, 2022 (Deferred Compensation Plan), each nonemployee director has the option of receiving all or part of the annual cash retainer in the form of deferred stock and receive dividends in the form of deferred stock. The annual cash retainers deferred as stock and the dividends received in the form of deferred stock, all pursuant to the Deferred Compensation Plan, are nominal for the years ended April 30, 2026, 2025, and 2024.