JOHN WILEY & SONS, INC. (WLY)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read together with our Condensed Consolidated Financial Statements and related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 2025 Form 10-K and our Consolidated Financial Statements and related notes set forth in Item 8 of Part II of our 2025 Form 10-K. See Part II, Item 1A, “Risk Factors,” below and “Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995,” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. All amounts and percentages are approximate due to rounding and all dollars are in thousands, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Unaudited Condensed Consolidated Financial Statements,” unless the context indicates otherwise.

OVERVIEW

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 researchers, students, instructors, professionals, institutions, and corporations. Wiley is a predominantly digital company with over 83% of its Adjusted Revenue for the year ended April 30, 2025 generated by digital products and services. For the year ended April 30, 2025, 48% of Adjusted Revenue 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.

We report financial information for the following segments, as well as a Corporate category, which includes certain costs that are not allocated to the reportable segments:

•Research includes the reporting lines of Research Publishing and Research Solutions;

•Learning includes the Academic and Professional reporting lines and consists of publishing, courseware, and assessments.

Wiley also reported a Held for Sale or Sold segment in fiscal year 2025, which primarily includes non-core businesses which were classified as held-for-sale until the date of sale, as well 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 ever-increasing global research and development (R&D) investment, leading to growth in scientific research output and the number of institutions and researchers worldwide. 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 science and innovation, and content platform and service offerings for corporations and societies. Learning strategies include selectively scaling high-value digital content, courseware, and assessments to meet targeted opportunities in education and professional development.

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RESULTS OF OPERATIONS – THREE MONTHS ENDED JANUARY 31, 2026

THIRD QUARTER SUMMARY

•US GAAP Results: Consolidated Revenue of $410.0 million (+1%, compared with the prior year), Operating Income of $62.8 million (+21%, compared with the prior year), and Diluted Earnings per Share of $0.56 (+$0.99, compared with the prior year diluted loss per share).

•Adjusted Results at Constant Currency:

◦Beginning in the third quarter of fiscal year 2026, our adjusted results at constant currency no longer include any contributions from the Held for Sale or Sold segment in either the current or prior year periods. As a result, the comparative figures for both periods are now presented on a consistent basis, fully excluding the Held for Sale or Sold segment results.

◦Revenue of $410.0 million (consistent with the prior year), Adjusted Operating Income of $69.8 million (+22%, compared with the prior year), Adjusted EBITDA of $105.4 million (+12%, compared with the prior year), and Adjusted EPS of $0.97 (+19%, compared with the prior year).

CONSOLIDATED RESULTS OF OPERATIONS

Revenue:

Revenue for the three months ended January 31, 2026 increased $5.4 million, or 1%, as compared with the prior year. On a constant currency basis, revenue was consistent with the prior 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.

See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.

Cost of Sales:

Cost of sales for the three months ended January 31, 2026 of $107.8 million increased $3.6 million, or 3% as compared with the prior year. On a constant currency basis, cost of sales increased 2% as compared with the prior year primarily due to higher royalty costs, partially offset by lower inventory costs.

Operating and Administrative Expenses:

Operating and administrative expenses for the three months ended January 31, 2026 of $219.1 million decreased $10.9 million, or 5% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 7%. This decline was primarily due to restructuring and cost savings initiatives resulting in lower employee costs, and professional fees. This was partially offset by higher bad debt expense.

Restructuring and Related Charges:

We recorded restructuring and related charges in the three months ended January 31, 2026 and 2025 of $7.1 million and $5.6 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income (Loss).

Global Restructuring Program

Beginning in fiscal year 2023, the Company initiated the Global Restructuring Program which 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 large market opportunities in Research and Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions. Under this program, we reduced our real estate square footage occupancy by approximately 35%.

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In the fourth quarter of fiscal year 2025, the program was further extended due to the completion of our divestitures with a focus on optimizing our cost structure, with particular emphasis on aligning our technology costs and other corporate expenses. As a result of these initiatives, this expanded program will include severance related charges, facility-related costs associated with certain properties, and other activities.

Excluding actions related to the Held for Sale or Sold segment, we anticipate to yield annualized cost savings of approximately $125 million, with approximately $110 million of that to be realized in fiscal year 2026 from actions taken starting in fiscal year 2024.

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

See Note 9, “Restructuring and Related Charges” for more details on the Global Restructuring Program charges.

Business Optimization Program

For both the three months ended January 31, 2026 and 2025, we recorded net pretax restructuring credits of less than $(0.1) million related to this program.

See Note 9, “Restructuring and Related Charges” for more details on the Business Optimization Program credits.

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

Amortization of Intangible Assets:

Amortization of intangible assets was $13.3 million for the three months ended January 31, 2026, an increase of $0.3 million, or 2%, as compared with the prior year. On a constant currency basis, amortization of intangible assets decreased 1% as compared with the prior year 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, including those acquired as part of an acquisition.

Operating Income, Adjusted Operating Income (OI) and Adjusted EBITDA:

Operating income for the three months ended January 31, 2026 of $62.8 million increased $10.9 million, or 21% as compared with the prior year. On a constant currency basis, operating income increased 21% as compared with the prior year. The increase was primarily due to lower operating and administrative expenses, partially offset by higher cost of sales, and restructuring charges.

Adjusted OI and Adjusted EBITDA on a constant currency basis for the three months ended January 31, 2026 increased 22% and 12%, respectively, as compared with the prior year. These increases were primarily due to lower operating and administrative expenses, partially offset by an increase in costs of sales.

Adjusted OI

Below is a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted OI:

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Adjusted EBITDA

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

Interest Expense:

Interest expense for the three months ended January 31, 2026 was $11.5 million compared with the prior year of $14.0 million. This decrease was primarily due to a lower weighted average effective interest rate and, to a lesser extent, a decrease in the total debt outstanding.

Net Foreign Exchange Transaction (Losses):

Net foreign exchange transaction losses of $(5.2) million for the three months ended January

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read together with our Consolidated Financial Statements and related notes set forth in Part II, Item 8, as well as the discussion included in Part I, Item 1, “Business,” “Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995” and “Non-GAAP Financial Measures,” along with Part I, Item 1A, “Risk Factors,” of this Annual Report on Form 10-K. All amounts and percentages are approximate due to rounding and all dollars are in thousands, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Consolidated Financial Statements,” in Part II, Item 8, “Financial Statements and Supplementary Data” unless the context indicates otherwise.

Overview

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, and other professionals. Wiley is a predominantly digital company with 85% of its revenue for the year ended April 30, 2026, generated by digital products and services. For the year ended April 30, 2026, 48% of revenue is recurring which includes revenue that is contractually obligated or set to recur with a high degree of certainty.

We report financial information for the following reportable segments, as well as a Corporate category, which includes certain costs that are not allocated to the reportable segments:

•Research includes the reporting lines of Research Publishing and Research Solutions;

•Learning includes the Academic and Professional reporting lines and consists of publishing, courseware, and assessments.

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 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 and researcher productivity gains from AI, leading to growth in scientific research output and the number of institutions and researchers 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 AI and 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.

On June 1, 2026, subsequent to the end of fiscal year 2026, we acquired Emerald Publishing for £337.5 million (approximately $452 million), funded with available cash and proceeds from our revolving credit facility. Emerald Publishing is a research publisher headquartered in Leeds, England, with a portfolio of over 480 peer-reviewed journals, 8,000 books, and 3,000 business cases across disciplines with particular emphasis on economics, business, finance, engineering, and the social sciences. The acquisition was made to extend our scale in our Research business and to strengthen our proprietary content advantage in AI. See Note 21, "Subsequent Event" for further details.

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Consolidated Results of Operations

FISCAL YEAR 2026 AS COMPARED TO FISCAL YEAR 2025 SUMMARY RESULTS

SUMMARY

•US GAAP Results: Revenue of $1,676.5 million (consistent with the prior year), Operating income of $276.9 million (+25% compared with the prior year), and Diluted Earnings per Share of $4.16 (+$2.63 compared with the prior year).

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

•Net Cash Provided by Operating Activities of $260.5 million (+$57.9 million compared with the prior year), and Free Cash Flow Less Product Development Spending of $195.3 million (+$69.5 million compared with the prior year).

Revenue:

Revenue for the year ended April 30, 2026, decreased $1.1 million, essentially flat compared with the prior year. On a constant currency basis, revenue decreased 1% as compared with the prior year. Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue was consistent with the prior year on a constant currency basis.

AI license revenue was $49.1 million in the year ended April 30, 2026 compared to $40 million in the prior year. The AI license revenue in the year ended April 30, 2026 includes $19.4 million of revenue related to content which Wiley has licensed from other publishers. The period to period comparability of AI license revenue can fluctuate due to timing and the nature of the underlying content.

Adjusted Revenue

Below is a reconciliation of our consolidated US GAAP Revenue, net to Non-GAAP Adjusted Revenue, net:

See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.

Cost of Sales:

Cost of sales for the year ended April 30, 2026, of $431.5 million, increased $0.1 million, and was consistent with the prior year. On a constant currency basis, cost of sales decreased 1% as compared with the prior year. This was primarily due to lower inventory costs primarily in Learning and, to a lesser extent, the prior year including employee costs primarily 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 increased 1% on a constant currency basis primarily due to higher royalty costs which includes higher royalty on AI license revenue from content licensed from other publishers, partially offset by lower inventory costs primarily in Learning.

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Operating and Administrative Expenses:

Operating and administrative expenses for the year ended April 30, 2026, of $895.9 million decreased $51.5 million, or 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 due to restructuring and cost savings initiatives resulting in lower employee costs and, to a lesser extent, lower professional fees.

On a constant currency basis, operating and administrative expenses excluding expenses from the Held for Sale or Sold segment decreased 6% as compared with the prior year. This decline was primarily due to restructuring and cost savings initiatives resulting in lower employee costs and, to a lesser extent, lower professional fees.

Restructuring and Related Charges:

We recorded restructuring and related charges in the years ended April 30, 2026 and 2025 of $19.2 million and $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.

Global Restructuring Program

Beginning in fiscal year 2023, the Company initiated the Global Restructuring Program which 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 large market opportunities in Research and Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions. Under this program, we reduced our real estate square footage occupancy by approximately 35%.

In the fourth quarter of fiscal year 2025, the program was further extended due to the completion of our divestitures with a focus on optimizing our cost structure, with particular emphasis on aligning our technology costs and other corporate expenses. As a result of these initiatives, this expanded program will include severance related charges, facility-related costs associated with certain properties, and other activities.

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

For the years ended April 30, 2026 and 2025, we recorded pretax restructuring charges of $19.3 million and $29.4 million, respectively, related to this program.

In the first quarter of fiscal year 2027, the program was further expanded to include additional portfolio and cost optimization actions. As a result of these initiatives, we expect to incur additional restructuring charges in future periods, which includes severance, consulting, and facility-related costs associated with certain properties.

See Note 7, “Restructuring and Related Charges” for more details on these charges.

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

Amortization of Intangible Assets:

Amortization of intangible assets was $53.1 million for the year ended April 30, 2026, an increase of $1.2 million, or 2% as compared with the prior year. On a constant currency basis, amortization of intangible assets was consistent with the prior year primarily due to the completion of amortization of certain acquired intangible assets, offset by amortization expense related to acquired definite lived intangible assets, including those acquired as part of an acquisition.

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Operating Income, Adjusted Operating Income (OI) and Adjusted EBITDA:

Operating income for the year ended April 30, 2026, of $276.9 million increased $55.5 million, or 25% as compared with the prior year. On a constant currency basis, operating income increased 25% as compared with the prior year. The increase was primarily due to lower oper

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