On June 1, 2026, pursuant to an Equity Purchase Agreement (Purchase Agreement), we completed the acquisition of 100% of the issued and outstanding shares of CIG Emerald Holding LLC (Emerald Holding), which, through its subsidiaries, operates Emerald Publishing (together with its subsidiaries, Emerald Publishing), a research publisher headquartered in Leeds, England, with a portfolio of peer-reviewed journals, books, and business cases across disciplines with particular emphasis on economics, business, finance, engineering, and the social sciences. Emerald Publishing's results of operations are included in our Research segment. The acquisition was made to extend Wiley's scale in its Research business and to strengthen its proprietary content advantage in artificial intelligence (AI).

The preliminary fair value of the consideration transferred, subject to customary working capital adjustments, was $462.7 million, which included $462.1 million of cash at acquisition and $0.6 million to be paid after the acquisition date. We financed the payment of the cash consideration primarily through borrowings under our Amended and Restated CA (as defined below in Note 15, “Debt and Available Credit Facilities”) and using cash on hand. The fair value of the cash consideration transferred, net of $11.7 million of cash acquired was approximately $450.4 million.

The Emerald Publishing acquisition was accounted for as a business combination using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The preliminary purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition and the excess purchase price over the fair value has been recorded to Goodwill in our Unaudited Condensed Consolidated Statements of Financial Position. Goodwill represents synergies and economies of scale expected from the combination of services. We recorded the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date. None of the goodwill will be deductible for tax purposes.

In connection with the acquisition of Emerald Publishing, we incurred acquisition and integration related costs of $11.0 million in the three months ended July 31, 2026, which are reflected in Acquisition and integration related costs on the Unaudited Condensed Consolidated Statements of Net (Loss) Income. Acquisition-related costs consist of advisory, legal, consulting, and due diligence fees directly related to evaluating, negotiating, and completing the transaction. The acquisition-related costs are expensed when incurred and were approximately $7.0 million in the three months ended July 31, 2026. Integration-related costs include expenditures incurred to combine, migrate, or consolidate systems, operations, facilities, and processes between Wiley and Emerald Publishing, and severance related charges. The integration-related costs were approximately $4.0 million in the three months ended July 31, 2026. Such costs were related to the Research business.

The following table summarizes the preliminary consideration transferred to acquire Emerald Publishing and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed as of June 1, 2026:


	Preliminary Allocation
Total preliminary consideration transferred	$	462,716

Assets acquired:
Cash and cash equivalents	$	11,706
Accounts receivable, net	7,885
Prepaid expenses and other current assets	3,620
Total current assets	23,211

Intangible assets, net	292,282
Other non-current assets	5,388
Total assets	$	320,881

Liabilities assumed:
Contract liabilities	$	33,612
Accrued employment costs	3,153
Other current liabilities	5,165
Total current liabilities	41,930

Deferred income tax liabilities	69,245
Other long-term liabilities	10,155
Total liabilities	$	121,330

Net identifiable assets acquired	$	199,551
Goodwill	$	263,165

Pursuant to the Purchase Agreement, we are entitled to indemnification for specified uncertain tax liabilities, and we recorded a corresponding indemnification asset of approximately $4.7 million, measured on the same basis as the related liability. The indemnification asset was classified within Other non-current assets in the table above and will be adjusted in future periods if the related liability is settled, released, or remeasured. As of July 31, 2026, there were no changes in the estimated amount of indemnified tax exposure or the related asset.


	Preliminary Estimated Fair Value		Weighted-Average Useful Life
Content and publishing rights	$	185,762	19 years
Customer relationships	98,265		19 years
Brand and trademarks	5,385		5 years
Developed technology	2,870		1.5 years
Total	$	292,282

The identifiable intangible assets acquired primarily consist of peer-reviewed journals and books, which are included in content and publishing rights; subscriber and licensing relationships which are included in customer relationships; the Emerald trade name; and developed technology. The fair values were determined using the income approach, applying the relief-from-royalty and the multi-period excess earnings methods, as applicable. The useful lives were determined based on the expected period over which we will benefit from each asset, informed by historical attrition and renewal patterns, expected content monetization, and the estimated royalty benefit period, as applicable.

The allocation of the total consideration transferred to the assets acquired, including identifiable intangible assets and goodwill, and the liabilities assumed is preliminary, and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date. We are also in the process of aligning our accounting policies, which could result in changes related to financial statement presentation.

The following unaudited pro forma financial information presents the combined results of operations of the Company and Emerald Publishing for the three months ended July 31, 2026 and 2025, as if the acquisition had occurred on May 1, 2025. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition actually occurred as of those dates, nor is it indicative of future results of the combined company.

The supplemental pro forma financial information has been prepared by applying our accounting policies and includes, where applicable, adjustments to reflect: (i) the incremental amortization expense associated with the fair value of identifiable intangible assets acquired, based on the preliminary purchase price allocation; (ii) acquisition and integration related costs as if the acquisition had occurred on May 1, 2025; (iii) incremental interest expense associated with any acquisition-related financing; and (iv) the income tax effects of the pro forma adjustments.

The selling price for Wiley Edge included an unsecured promissory note (Inspirit Seller Note), which 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 originally accrued interest at 8% per annum from May 31, 2024, increasing 1% annually on each anniversary of issuance. In November 2025, the Inspirit Seller Note was amended so that interest ceased accruing prospectively from January 5, 2026 (Interest End Date). In connection with this amendment, we will receive a contingent payment equal to 120% of the foregone interest upon the future occurrence of certain sale or exit events if proceeds exceed a certain amount. As of July 31, 2026, the likelihood and amount of any future payment was not determinable, and no amounts have been recognized related to this contingent arrangement. As of both July 31, 2026 and April 30, 2026, the Inspirit Seller Note receivable inclusive of interest is $15.2 million and is reflected in Other non-current assets in our Unaudited Condensed Consolidated Statements of Financial Position.

The selling price for Wiley Edge also included contingent consideration in the form of an earnout 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). We estimate the fair value of the Wiley Edge Earnout to be zero as of both July 31, 2026 and April 30, 2026. Actual gross profit for each of the fiscal year 2025 and 2026 earnout periods fell below target, and the fiscal year 2027 forecast is also expected to fall below target, resulting in no payments to Wiley for any period.

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment at that time. 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 to be zero as of both July 31, 2026 and April 30, 2026 based upon the business outlook that reflects adverse changes in market conditions, which result in no payments being made to Wiley during each of the respective periods.