# John Wiley & Sons, Inc.: Form 10-Q for the period ended Oct 31, 2025

- Company: [John Wiley & Sons, Inc.](/companies/wly.md) (CIK 107140)
- Form: 10-Q
- Filed: 2025-12-05
- Accepted by EDGAR: Dec 5, 2025, 14:40 ET
- Period: 2025-10-31
- Accession: 0000107140-25-000198
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/107140/000010714025000198/jwa-20251031.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/107140/000010714025000198/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-10-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-08-01 to 2025-10-31 | $421.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-05-01 to 2025-10-31 | $818.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-08-01 to 2025-10-31 | $104.4m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-05-01 to 2025-10-31 | $213.6m | us-gaap:CostOfGoodsAndServicesSold |
| Selling, general and administrative | 3 months, 2025-08-01 to 2025-10-31 | $225.1m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-05-01 to 2025-10-31 | $465.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-08-01 to 2025-10-31 | $73.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-05-01 to 2025-10-31 | $104.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-08-01 to 2025-10-31 | $11.7m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-05-01 to 2025-10-31 | $22.7m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-08-01 to 2025-10-31 | $13.1m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-05-01 to 2025-10-31 | $19.1m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-08-01 to 2025-10-31 | $44.9m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-05-01 to 2025-10-31 | $56.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-08-01 to 2025-10-31 | $0.84 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-05-01 to 2025-10-31 | $1.05 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-08-01 to 2025-10-31 | $0.85 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-05-01 to 2025-10-31 | $1.06 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-08-01 to 2025-10-31 | 53,515,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-05-01 to 2025-10-31 | 53,735,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-05-01 to 2025-10-31 | −$76.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-05-01 to 2025-10-31 | $25.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2025-05-01 to 2025-10-31 | $37.8m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months, 2025-05-01 to 2025-10-31 | $35.1m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-10-31 | $67.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-10-31 | $381.2m | us-gaap:AssetsCurrent |
| Total assets | at 2025-10-31 | $2.47bn | us-gaap:Assets |
| Current liabilities | at 2025-10-31 | $540.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-10-31 | $1.73bn | us-gaap:Liabilities |
| Long-term debt | at 2025-10-31 | $861.7m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-10-31 | $10.0m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-10-31 | $740.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 60,516 characters.

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 reports a Held for Sale or Sold segment, 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.

### RESULTS OF OPERATIONS – THREE MONTHS ENDED OCTOBER 31, 2025

### SECOND QUARTER SUMMARY

- **US GAAP Results**: Consolidated Revenue of $421.8 million (-1%, compared with the prior year), Operating Income of $73.0 million (+14%, compared with the prior year), and Diluted Earnings per Share of $0.84 (+14% , compared with the prior year).
- **Adjusted Results at Constant Currency (excluding Held for Sale or Sold segment results**): Adjusted Revenue of $421.8 million (-1%, compared with the prior year), Adjusted Operating Income of $79.1 million (+14%, compared with the prior year), Adjusted EBITDA of $115.1 million (+8%, compared with the prior year), and Adjusted EPS of $1.10 (+12% , compared with the prior year).

### CONSOLIDATED RESULTS OF OPERATIONS

### Revenue:

Revenue for the three months ended October 31, 2025 decreased $4.8 million, or 1%, as compared with the prior year. On a constant currency basis, revenue decreased 2% as compared with the prior year. Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue decreased 1% on a constant currency basis. Artificial intelligence (AI) license revenue was $6.0 million for the three months ended October 31, 2025 as compared with $4 million in the prior year.

### Adjusted Revenue

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

|  | Three Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Revenue, net** | **$421,751** | $426,595 |
| Less: Held for Sale or Sold segment | **—** | (3,196) |
| **Non-GAAP Adjusted Revenue, net** | **$421,751** | $423,399 |

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 October 31, 2025 of $104.4 million decreased $2.6 million, or 2% as compared with the prior year. On a constant currency basis, cost of sales decreased 3% as compared with the prior year primarily due to lower inventory costs 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, with the exception of its India operations which sold on August 31, 2024.

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales decreased 2% as compared with the prior year on a constant currency basis primarily due to lower inventory costs.

### Operating and Administrative Expenses:

Operating and administrative expenses for the three months ended October 31, 2025 of $225.1 million decreased $13.8 million, or 6% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 7% and excluding expenses from Held for Sale or Sold segment on a constant currency basis decreased 5%, as compared with the prior year. These declines were primarily due to restructuring and cost savings initiatives resulting in lower employee costs, professional fees and, to a lesser extent, lower travel and entertainments costs. This was partially offset by higher bad debt expense.

### Restructuring and Related Charges:

We recorded restructuring and related charges in the three months ended October 31, 2025 and 2024 of $6.0 million and $3.6 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income.

### 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 $115 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 October 31, 2025 and 2024, we recorded pretax restructuring charges of $6.1 million and $3.7 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 October 31, 2025 and 2024, 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 per share, see the section below, “Diluted Earnings per Share.”

### Amortization of Intangible Assets:

Amortization of intangible assets was $13.2 million for the three months ended October 31, 2025, an increase of $0.3 million, or 2%, as compared with the prior year. On a constant currency basis, amortization of intangible assets increased 1% as compared with the prior year primarily due to amortization expense related to acquired definite lived intangible assets, including those acquired as part of an acquisition, partially offset by the completion of amortization of certain acquired intangible assets.

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

Operating income for the three months ended October 31, 2025 of $73.0 million increased $8.9 million, or 14% as compared with the prior year. On a constant currency basis, operating income increased 13% as compared with the prior year. The increase was primarily due to lower operating and administrative expenses and, to a lesser extent, lower cost of sales, partially offset by a decrease in revenue and, to a lesser extent, higher restructuring charges.

Adjusted OI on a constant currency basis for the three months ended October 31, 2025 increased 14% as compared with the prior year. The increase in Adjusted OI was primarily due to lower operating and administrative expenses, partially offset by a decrease in Adjusted Revenue.

Adjusted EBITDA on a constant currency basis for the three months ended October 31, 2025 increased 8% as compared with the prior year primarily due to lower operating and administrative expenses, partially offset by a decrease in Adjusted Revenue.

### Adjusted OI

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

|  | Three Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Operating Income** | **$72,996** | $64,133 |
| Adjustments: |  |  |
| Restructuring and related charges | **6,032** | 3,627 |
| Held for Sale or Sold segment Adjusted Operating Loss | **—** | 1,059 |
| Legal settlement | **108** | — |
| **Non-GAAP Adjusted OI** | **$79,136** | $68,819 |

### Adjusted EBITDA

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

|  | Three Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **Net Income** | **$44,891** | $40,458 |
| Interest expense | **11,670** | 14,463 |
| Provision for income taxes | **13,119** | 8,479 |
| Depreciation and amortization | **35,929** | 36,718 |
| **Non-GAAP EBITDA** | **105,609** | 100,118 |
| Restructuring and related charges | **6,032** | 3,627 |
| Net foreign exchange transaction (gains) losses | **(956)** | 3,328 |
| Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale | **2,309** | (369) |
| Other expense (income), net | **1,963** | (2,226) |
| Held for Sale or Sold segment Adjusted EBITDA | **—** | 1,059 |
| Legal settlement | **108** | — |
| **Non-GAAP Adjusted EBITDA** | **$115,065** | $105,537 |

### Interest Expense:

Interest expense for the three months ended October 31, 2025 was $11.7 million compared with the prior year of $14.5 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 Gains (Losses):

Net foreign exchange transaction gains of $1.0 million for the three months ended October 31, 2025 were primarily due to gains on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Net foreign exchange transaction losses of $(3.3) million for the three months ended October 31, 2024 were primarily due to losses on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

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

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

|  | Three Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| CrossKnowledge | **$(2,309)** | $(438) |
| Wiley Edge | **—** | 956 |
| Other disposition activity | **—** | (149) |
| Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale | **$(2,309)** | $369 |

These charges are reflected in Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income.

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the three months ended October 31, 2025, we recognized a loss of $2.3 million which included reducing the fair value of the earnout from $1.8 million at the time of the sale to zero, and $0.5 million related to an uncollectible receivable. In the three months ended October 31, 2024, we recognized an additional loss of $0.5 million upon completion of the sale.

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. In the three months ended October 31, 2024, we recognized a net gain of $1.0 million.

See Note 3, “Divestitures” for more details on the divestitures.

### Other (Expense) Income, Net:

Other expense, net was $(2.0) million for the three months ended October 31, 2025, compared to other income, net of $2.2 million in the prior year. This decrease was primarily due to foregone interest income due to the sale of the University Services Seller Note on June 4, 2025 and, to a lesser extent, an increase in pension expense for our defined benefit plans. See below in the "Results of Operations - Six months ended October 31, 2025" for more details on the sale.

### Provision for Income Taxes:

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

|  | Three Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Income Before Taxes** | **$58,010** | $48,937 |
| Pretax Impact of Adjustments: |  |  |
| Restructuring and related charges | **6,032** | 3,627 |
| Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments | **(1,111)** | 2,943 |
| Amortization of acquired intangible assets | **13,248** | 12,944 |
| Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale | **2,309** | (369) |
| Held for Sale or Sold segment Adjusted Loss Before Taxes | — | 1,059 |
| Legal settlement | **108** | — |
| **Non-GAAP Adjusted Income Before Taxes** | **$78,596** | $69,141 |

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

|  | Three Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Income Tax Provision** | **$13,119** | $8,479 |
| Income Tax Impact of Adjustments(1): |  |  |
| Restructuring and related charges | **1,271** | 161 |
| Foreign exchange (gains) losses intercompany transactions, including the write off of certain cumulative translation adjustments | **(217)** | 729 |
| Amortization of acquired intangible assets | **2,133** | 1,792 |
| Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale | **—** | (588) |
| Held for Sale or Sold segment Adjusted Tax Benefit | **—** | 515 |
| Legal settlement | **—** | — |
| Income Tax Adjustments |  |  |
| Impact of valuation allowance on the US GAAP effective tax rate | **(212)** | 4,911 |
| Impact of change in Germany statutory tax rate on deferred tax balances | **3,869** | — |
| **Non-GAAP Adjusted Income Tax Provision** | **$19,963** | $15,999 |
| **US GAAP Effective Tax Rate** | **22.6%** | 17.3% |
| **Non-GAAP Adjusted Effective Tax Rate** | **25.4%** | 23.1% |

(1) For the three months ended October 31, 2025 and 2024, substantially all of the tax impact was from deferred taxes.

The US GAAP effective tax rate for the three months ended October 31, 2025 was 22.6% compared to 17.3% for the three months ended October 31, 2024. The US GAAP effective tax rate for the three months ended October 31, 2025 was greater than the prior year primarily due to a change in jurisdictional mix of earnings, partially offset by a deferred tax benefit being recorded as a result of the enactment of tax rate reductions in Germany.

The Non-GAAP Adjusted Effective Tax Rate was 25.4% for the three months ended October 31, 2025 compared to 23.1% for the three months ended October 31, 2024. The increase in the Non-GAAP Adjusted Effective Tax Rate for the three months ended October 31, 2025 compared with the prior year was primarily due to the mix of income.

### Enactment of the "One Big Beautiful Bill Act" (OBBBA)

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, we determined the impact of these to be insignificant and reflected these in our financial statements using management’s best estimate through the second quarter of fiscal year 2026. We are continuing to evaluate the full year impact of the OBBBA and, based on our preliminary analysis, we do not anticipate a material effect on our consolidated financial statements for the year ended April 30, 2026.

### Diluted Earnings per Share:

Diluted earnings per share for the three months ended October 31, 2025 was $0.84 per share compared with earnings per share of $0.74 per share for the three months ended October 31, 2024. This increase was primarily due to an increase in operating income, partially offset by an increase in the income tax provision compared with the prior year.

Below is a reconciliation of our US GAAP 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, “Provision for Income Taxes.”

|  | Three Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Earnings Per Share** | **$0.84** | $0.74 |
| Adjustments: |  |  |
| Restructuring and related charges | **0.09** | 0.06 |
| Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments | **(0.02)** | 0.04 |
| Amortization of acquired intangible assets | **0.22** | 0.21 |
| Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale | **0.04** | — |
| Held for Sale or Sold segment Adjusted Net Loss | **—** | 0.01 |
| Legal settlement | **—** | — |
| Income tax adjustments | **(0.07)** | (0.09) |
| **Non-GAAP Adjusted EPS** | **$1.10** | $0.97 |

On a constant currency basis, Adjusted EPS increased 12% primarily due an increase in Adjusted Operating Income, partially offset by an increase in the Adjusted Income Tax Provision.

### SEGMENT OPERATING RESULTS

| RESEARCH Revenue: | Three Months Ended October 31, 2025 | 2024 | % Change Favorable (Unfavorable) | Constant Currency % Change Favorable (Unfavorable) |
| --- | ---: | ---: | ---: | ---: |
| Research Publishing | **$241,382** | $222,667 | 8% | 7% |
| Research Solutions | **37,132** | 39,218 | (5)% | (6)% |
| **Total Research Revenue** | **278,514** | 261,885 | 6% | 5% |
| Cost of sales | **73,675** | 67,527 | (9)% | (8)% |
| Direct expenses | **82,171** | 83,035 | 1% | 3% |
| Allocated Corporate expenses | **41,493** | 40,710 | (2)% | (1)% |
| Amortization of intangible assets | **11,214** | 11,086 | (1)% | 1% |
| **Adjusted Operating Income** | **69,961** | 59,527 | 18% | 16% |
| Depreciation and amortization | **23,319** | 22,522 | (4)% | (2)% |
| **Adjusted EBITDA** | **$93,280** | $82,049 | 14% | 13% |
| Adjusted EBITDA Margin | **33.5%** | 31.3% |  |  |

### Revenue:

Research revenue for the three months ended October 31, 2025 increased $16.6 million, or 6%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 5% as compared with the prior year. The increase was driven by growth in Research Publishing primarily due to continued growth in author-funded open access and, to a lesser extent, an increase in recurring revenue models combining subscriptions and transformational agreements, and licensing revenue including AI. These increases were partially offset by softness in ancillary products and lower corporate spending on advertising products in Research Solutions.

Research AI license revenue for the three months ended October 31, 2025 was $4.8 million as compared with none in the prior year. Open access article output growth was approximately 25% as compared with the prior year.

### Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA increased 13% as compared with the prior year. This increase was primarily due to higher revenue and, to a lesser extent, cost savings initiatives, partially offset by higher royalty costs.

#### INDEX

| LEARNING Revenue: | Three Months Ended October 31, 2025 | 2024 | % Change Favorable (Unfavorable) | Constant Currency % Change Favorable (Unfavorable) |
| --- | ---: | ---: | ---: | ---: |
| Academic | **$87,030** | $94,788 | (8)% | (8)% |
| Professional | **56,207** | 66,726 | (16)% | (16)% |
| **Total Learning Revenue** | **143,237** | 161,514 | (11)% | (11)% |
| Cost of sales | **30,713** | 38,188 | 20% | 20% |
| Direct expenses | **36,499** | 36,103 | (1)% | (1)% |
| Allocated Corporate expenses | **27,236** | 29,331 | 7% | 8% |
| Amortization of intangible assets | **2,034** | 2,021 | (1)% | (1)% |
| **Adjusted Operating Income** | **46,755** | 55,871 | (16)% | (16)% |
| Depreciation and amortization | **10,680** | 10,897 | 2% | 2% |
| **Adjusted EBITDA** | **$57,435** | $66,768 | (14)% | (14)% |
| Adjusted EBITDA Margin | **40.1%** | 41.3% |  |  |

### Revenue:

Learning revenue decreased $18.3 million, or 11%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 11% as compared with the prior year due to market-related softness, including a sharp inventory drop off at an online retailer and a slowdown in consumer and corporate spending. Professional revenue on a constant currency basis decreased 16%. Academic revenue on a constant currency basis decreased 8%. Learning was also impacted by $4 million of AI revenue in the prior year, included in both Academic and Professional compared with $1.2 million for the three months ended October 31, 2025. Across the segment, print declines more than offset digital growth.

### Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 14% as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by lower royalty cost.

#### INDEX

| HELD FOR SALE OR SOLD | Three Months Ended October 31, 2025 | 2024 | % Change Favorable (Unfavorable) | Constant Currency % Change Favorable (Unfavorable) |
| --- | ---: | ---: | --- | --- |
| **Total Held for Sale or Sold Revenue** | **$—** | $3,196 | # | # |
| Cost of sales | **—** | 1,285 | # | # |
| Direct expenses | **—** | 2,403 | # | # |
| Allocated Corporate expenses | **—** | 567 | # | # |
| Amortization of intangible assets | **—** | — | # | # |
| **Adjusted Operating Loss** | **—** | (1,059) | # | # |
| Depreciation and amortization | **—** | — | # | # |
| **Adjusted EBITDA** | **$—** | $(1,059) | # | # |
| Adjusted EBITDA Margin | **0.0%** | (33.1)% |  |  |

\# Variance greater than 100%

### Revenue:

Revenue for Held for Sale or Sold decreased $3.2 million as compared with the prior year due to the sale of Wiley Edge on May 31, 2024, with the exception of its India operations which sold on August 31, 2024, and CrossKnowledge on August 31, 2024.

### Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA was zero for the three months ended October 31, 2025 compared to a loss of $1.1 million in the prior year due to the sale of the Wiley Edge and CrossKnowledge businesses.

| CORPORATE EXPENSES | Three Months Ended October 31, 2025 | 2024 | % Change Favorable (Unfavorable) | Constant Currency % Change Favorable (Unfavorable) |
| --- | ---: | ---: | ---: | ---: |
| Unallocated Corporate expenses | **$37,580** | $46,742 | 20% | 20% |
| Amortization of intangible assets | **—** | (163) | # | # |
| **Adjusted Unallocated Corporate Expenses** | **(37,580)** | (46,579) | 19% | 20% |
| Depreciation and amortization | **1,930** | 3,299 | 41% | 42% |
| **Adjusted EBITDA** | **$(35,650)** | $(43,280) | 18% | 18% |

\# Variance greater than 100%

On a constant currency basis, adjusted unallocated corporate expenses of $35.7 million on an Adjusted EBITDA basis decreased 18% as compared with the prior year. This was primarily due to prior restructuring and cost savings initiatives.

### RESULTS OF OPERATIONS – SIX MONTHS ENDED OCTOBER 31, 2025

### SIX MONTHS SUMMARY

- **US GAAP Results**: Consolidated Revenue of $818.6 million (-1%, compared with the prior year), Operating Income of $104.0 million (+12%, compared with the prior year), and Diluted Earnings per Share of $1.05 (+48% , compared with the prior year).
- **Adjusted Results at Constant Currency (excluding Held for Sale or Sold segment results**): Adjusted Revenue of $818.6 million (consistent with the prior year), Adjusted Operating Income of $113.1 million (+9%, compared with the prior year), Adjusted EBITDA of $185.5 million (+4%, compared with the prior year), and Adjusted EPS of $1.59 (+9%, compared with the prior year).

### CONSOLIDATED RESULTS OF OPERATIONS

### Revenue:

Revenue for the six months ended October 31, 2025 decreased $11.9 million, or 1%, as compared with the prior year. On a constant currency basis, revenue decreased 2% as compared with the prior year. Excluding the revenues from the Held for Sale or Sold segment, Adjusted Revenue was consistent with prior year on a constant currency basis. AI license revenue was $34.9 million for the six months ended October 31, 2025 as compared with $21 million in the prior year. The AI license revenue in the six months ended October 31, 2025 includes $15.7 million of revenue related to content which Wiley has licensed from other publishers.

### Adjusted Revenue

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

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Revenue, net** | **$818,551** | $830,404 |
| Less: Held for Sale or Sold segment | **—** | (17,382) |
| **Non-GAAP Adjusted Revenue, net** | **$818,551** | $813,022 |

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 six months ended October 31, 2025 of $213.6 million decreased $2.6 million, or 1%, as compared with the prior year. On a constant currency basis, cost of sales decreased 2% as compared with the prior year. This was primarily due to the prior year including employee costs primarily related to the Wiley Edge business which was sold on May 31, 2024 and, to a lesser extent, lower inventory costs primarily in Learning. These factors were partially offset by higher royalty costs on AI licensing revenue which included content licensed from other publishers.

Excluding the cost of sales from the Held for Sale or Sold segment, cost of sales increased 2% as compared with the prior year on a constant currency basis primarily due to higher royalty costs on AI licensing revenue, which included content licensed from other publishers, partially offset by lower inventory costs primarily in Learning.

### Operating and Administrative Expenses:

Operating and administrative expenses for the six months ended October 31, 2025 of $465.4 million decreased $22.3 million, or 5% as compared with the prior year. On a constant currency basis, operating and administrative expenses decreased 6% and excluding expenses from the Held for Sale or Sold segment on a constant currency basis decreased 3% as compared with the prior year. These declines were primarily due to restructuring and cost savings initiatives resulting in lower employee costs and, to a lesser extent, lower travel and entertainment costs, and professional fees.

### Restructuring and Related Charges:

We recorded restructuring and related charges in the six months ended October 31, 2025 and 2024 of $9.1 million and $7.5 million, respectively. These charges are reflected in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Income.

### Global Restructuring Program

For the six months ended October 31, 2025 and 2024, we recorded pretax restructuring charges of $9.1 million and $11.2 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 the six months ended October 31, 2025 and 2024, we recorded pretax restructuring credits of less than $(0.1) million and $(3.7) million, respectively, 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 per share, see the section below, “Diluted Earnings per Share.”

### Amortization of Intangible Assets:

Amortization of intangible assets was $26.5 million for the six months ended October 31, 2025, an increase of $0.6 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 amortization expense related to acquired definite lived intangible assets, including those acquired as part of an acquisition, offset by the completion of amortization of certain acquired intangible assets.

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

Operating income of $104.0 million for the six months ended October 31, 2025 increased $10.9 million, or 12% as compared with the prior year on a reported and constant currency basis. The increase was primarily due to lower operating and administrative expenses and, to a lesser extent, lower cost of sales, partially offset by a decrease in revenue.

Adjusted OI on a constant currency basis for the six months ended October 31, 2025 increased 9% as compared with the prior year. The increase in Adjusted OI was primarily due to lower operating and administrative expenses, partially offset by higher cost of sales and, to a lesser extent, lower Adjusted Revenue.

Adjusted EBITDA on a constant currency basis for the six months ended October 31, 2025 increased 4% as compared with the prior year primarily due to lower operating and administrative expenses, partially offset by higher cost of sales and, to a lesser extent, lower Adjusted Revenue.

### Adjusted OI

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

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Operating Income** | **$103,959** | $93,106 |
| Adjustments: |  |  |
| Restructuring and related charges | **9,070** | 7,497 |
| Held for Sale or Sold segment Adjusted Operating Loss | **—** | 3,578 |
| Legal settlement | **108** | — |
| **Non-GAAP Adjusted OI** | **$113,137** | $104,181 |

### Adjusted EBITDA

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

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **Net Income** | **$56,591** | $39,022 |
| Interest expense | **22,712** | 27,250 |
| Provision for income taxes | **19,126** | 32,918 |
| Depreciation and amortization | **72,375** | 73,971 |
| **Non-GAAP EBITDA** | **170,804** | 173,161 |
| Restructuring and related charges | **9,070** | 7,497 |
| Net foreign exchange transaction losses | **15** | 3,094 |
| Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale | **3,425** | (6,170) |
| Other expense (income), net | **2,090** | (3,008) |
| Held for Sale or Sold segment Adjusted EBITDA | **—** | 3,578 |
| Legal settlement | **108** | — |
| **Non-GAAP Adjusted EBITDA** | **$185,512** | $178,152 |

### Interest Expense:

Interest expense for the six months ended October 31, 2025, was $22.7 million compared with the prior year of $27.3 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 less than $(0.1) million for the six months ended October 31, 2025 were primarily due to losses on our foreign currency denominated third-party receivable and payable balances offset by gains on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.

Foreign exchange transaction losses of $(3.1) million for the six months ended October 31, 2024 were primarily due to losses on our third-party receivable and payable balances and, to a lesser extent, losses on our foreign currency denominated intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar. In the six months ended October 31, 2024, we wrote off an additional net $0.3 million in cumulative translation adjustments in earnings due to the closure of our operations in Russia.

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

For the six months ended October 31, 2025 and 2024, we recorded net pretax (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows:

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| University Services | **$(934)** | $1,489 |
| CrossKnowledge | **(2,309)** | 3,922 |
| Wiley Edge | **—** | 788 |
| Tuition Manager | **—** | 120 |
| Other disposition activity | **(182)** | (149) |
| Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale | **$(3,425)** | $6,170 |

These charges are reflected in Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Unaudited Condensed Consolidated Statements of Net Income.

In the six months ended October 31, 2025, Wiley recognized a $0.9 million pretax loss related to selling remaining University Services assets (Seller Note, earnouts, and TVG Investment) for $119.5 million cash received in June 2025, which settled all amounts due from the original January 2024 sale. In the six months ended October 31, 2024, Wiley recognized a $1.5 million reduction to the pretax loss on sale due to the initial University Services sale.

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment. In the six months ended October 31, 2025, we recognized a loss of $2.3 million as described above in the Results of Operations - Three Months Ended October 31, 2025. In the six months ended October 31, 2024, upon completion of the sale we recognized a net reduction in the loss of $3.9 million.

On May 31, 2024, we completed the sale of Wiley Edge which was included in our Held for Sale or Sold segment, with the exception of its India operations which sold on August 31, 2024. In the six months ended October 31, 2024, we recognized a net reduction in the pretax loss on sale of $0.8 million.

See Note 3, “Divestitures” for more details on the divestitures.

### Other (Expense) Income, Net:

Other expense, net was $(2.1) million for the six months ended October 31, 2025, compared to other income, net of $3.0 million in the prior year. This decrease was primarily due to foregone interest income due to the sale of the University Services Seller Note on June 4, 2025 and, to a lesser extent, an increase in pension expense for our defined benefit plans.

### Provision for Income Taxes:

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

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Income Before Taxes** | **$75,717** | $71,940 |
| Pretax Impact of Adjustments: |  |  |
| Restructuring and related charges | **9,070** | 7,497 |
| Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments | **(1,550)** | 351 |
| Amortization of acquired intangible assets | **26,458** | 25,913 |
| Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale | **3,425** | (6,170) |
| Held for Sale or Sold segment Adjusted Loss Before Taxes | **—** | 3,578 |
| Legal settlement | **108** | — |
| **Non-GAAP Adjusted Income Before Taxes** | **$113,228** | $103,109 |

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

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Income Tax Provision** | **$19,126** | $32,918 |
| Income Tax Impact of Adjustments(1): |  |  |
| Restructuring and related charges | **1,790** | 911 |
| Foreign exchange (gains) losses on intercompany transactions, including the write off of certain cumulative translation adjustments | **(967)** | 338 |
| Amortization of acquired intangible assets | **4,126** | 3,601 |
| Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale | **54** | (1,513) |
| Held for Sale or Sold segment Adjusted Tax Benefit | **—** | 887 |
| Legal settlement | **—** | — |
| Income Tax Adjustments |  |  |
| Impact of valuation allowance on the US GAAP effective tax rate | **29** | (13,119) |
| Impact of change in Germany statutory tax rate on deferred tax balances | **3,869** | — |
| **Non-GAAP Adjusted Income Tax Provision** | **$28,027** | $24,023 |
| **US GAAP Effective Tax Rate** | **25.3%** | 45.8% |
| **Non-GAAP Adjusted Effective Tax Rate** | **24.8%** | 23.3% |

(1) For the six months ended October 31, 2025 and 2024, substantially all of the tax impact was from deferred taxes.

The US GAAP effective tax rate for the six months ended October 31, 2025, was 25.3% compared to 45.8% for the six months ended October 31, 2024. The US GAAP effective tax rate for the six months ended October 31, 2025 was lower than the prior year primarily due to a change in jurisdictional mix of earnings and a deferred tax benefit being recorded this year as a result of the enactment of tax rate reductions in Germany.

The Non-GAAP Adjusted Effective Tax Rate was 24.8% for the six months ended October 31, 2025 compared to 23.3% for the six months ended October 31, 2024. The increase in the Non-GAAP Adjusted Effective Tax Rate for the six months ended October 31, 2025 compared with the prior year was primarily due to the mix of income.

### Diluted Earnings per Share:

Diluted earnings per share for the six months ended October 31, 2025 was $1.05 per share compared with earnings per share of $0.71 per share for the six months ended October 31, 2024. This increase was primarily due to a lower income tax provision and, to a lesser extent, higher income before taxes.

Below is a reconciliation of our US GAAP 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, “Provision for Income Taxes.”

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **US GAAP Earnings Per Share** | **$1.05** | $0.71 |
| Adjustments: |  |  |
| Restructuring and related charges | **0.14** | 0.12 |
| Foreign exchange gains on intercompany transactions, including the write off of certain cumulative translation adjustments | **(0.01)** | — |
| Amortization of acquired intangible assets | **0.42** | 0.40 |
| Net loss (gain) on sale of businesses, assets, and impairment charges related to assets held-for-sale | **0.06** | (0.08) |
| Held for Sale or Sold segment Adjusted Net Loss | **—** | 0.05 |
| Legal settlement | **—** | — |
| Income tax adjustments | **(0.07)** | 0.24 |
| **Non-GAAP Adjusted EPS** | **$1.59** | $1.44 |

On a constant currency basis, Adjusted EPS increased 9% primarily due to an increase in Adjusted Operating Income, partially offset by an increase in the Adjusted Income Tax Provision.

### SEGMENT OPERATING RESULTS

| RESEARCH Revenue: | Six Months Ended October 31, 2025 | 2024 | % Change Favorable (Unfavorable) | Constant Currency % Change Favorable (Unfavorable) |
| --- | ---: | ---: | ---: | ---: |
| Research Publishing | **$473,209** | $453,618 | 4% | 3% |
| Research Solutions | **86,997** | 73,576 | 18% | 17% |
| **Total Research Revenue** | **560,206** | 527,194 | 6% | 5% |
| Cost of sales | **154,428** | 138,249 | (12)% | (11)% |
| Direct expenses | **170,758** | 169,472 | (1)% | 1% |
| Allocated Corporate expenses | **86,474** | 82,602 | (5)% | (4)% |
| Amortization of intangible assets | **22,337** | 22,128 | (1)% | 2% |
| **Adjusted Operating Income** | **126,209** | 114,743 | 10% | 10% |
| Depreciation and amortization | **46,704** | 45,081 | (4)% | (2)% |
| **Adjusted EBITDA** | **$172,913** | $159,824 | 8% | 8% |
| Adjusted EBITDA Margin | **30.9%** | 30.3% |  |  |

### Revenue:

Research revenue for the six months ended October 31, 2025 increased $33.0 million, or 6%, as compared with the prior year on a reported basis. On a constant currency basis, Research revenue increased 5% as compared with the prior year. Research Publishing revenue on a constant currency basis increased 3% primarily due to continued growth in author-funded open access and, to a lesser extent, recurring revenue models combining subscriptions and transformational agreements, and licensing revenue including AI. These increases were partially offset by softness in ancillary products. Research Solutions revenue on a constant currency basis increased 17% primarily due to AI license revenue which includes content licensed from other publishers, partially offset by a decrease in recruitment revenue.

Research AI license revenue for the six months ended October 31, 2025 was $20.7 million as compared to approximately $1 million in the prior year. Open access article output growth was approximately 23% as compared with the prior year.

### Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA increased 8% as compared with the prior year. This increase was primarily due to higher revenue and, to a lesser extent, cost savings initiatives, partially offset by higher royalty costs on AI licensing revenue which included content licensed from other publishers.

#### INDEX

| LEARNING Revenue: | Six Months Ended October 31, 2025 | 2024 | % Change Favorable (Unfavorable) | Constant Currency % Change Favorable (Unfavorable) |
| --- | ---: | ---: | ---: | ---: |
| Academic | **$142,502** | $154,752 | (8)% | (8)% |
| Professional | **115,843** | 131,076 | (12)% | (12)% |
| **Total Learning Revenue** | **258,345** | 285,828 | (10)% | (10)% |
| Cost of sales | **59,219** | 70,216 | 16% | 16% |
| Direct expenses | **71,080** | 74,036 | 4% | 4% |
| Allocated Corporate expenses | **55,515** | 59,139 | 6% | 7% |
| Amortization of intangible assets | **4,121** | 4,066 | (1)% | (1)% |
| **Adjusted Operating Income** | **68,410** | 78,371 | (13)% | (13)% |
| Depreciation and amortization | **20,524** | 22,191 | 8% | 8% |
| **Adjusted EBITDA** | **$88,934** | $100,562 | (12)% | (12)% |
| Adjusted EBITDA Margin | **34.4%** | 35.2% |  |  |

### Revenue:

Learning revenue decreased $27.5 million, or 10%, as compared with the prior year on a reported basis. On a constant currency basis, revenue decreased 10% as compared with the prior year. Academic revenue on a constant currency basis decreased 8% primarily due to a decrease in license revenue including AI, lower print sales through retail channels and, to a lesser extent, a decrease in digital courseware. Professional revenue on a constant currency basis decreased 12% primarily due to a decline in print sales through retail channels and, to a lesser extent, a decrease in license revenue including AI.

Learning AI license revenue for the six months ended October 31, 2025 was $14.3 million as compared with approximately $20 million in the prior year.

### Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA decreased 12% as compared with the prior year. This decrease was primarily due to lower revenue, partially offset by lower royalty costs.

#### INDEX

| HELD FOR SALE OR SOLD | Six Months Ended October 31, 2025 | 2024 | % Change Favorable (Unfavorable) | Constant Currency % Change Favorable (Unfavorable) |
| --- | ---: | ---: | --- | --- |
| **Total Held for Sale or Sold Revenue** | **$—** | $17,382 | # | # |
| Cost of sales | **—** | 7,755 | # | # |
| Direct expenses | **—** | 10,364 | # | # |
| Allocated Corporate expenses | **—** | 2,841 | # | # |
| Amortization of intangible assets | **—** | — | # | # |
| **Adjusted Operating Loss** | **—** | (3,578) | # | # |
| Depreciation and amortization | **—** | — | # | # |
| **Adjusted EBITDA** | **$—** | $(3,578) | # | # |
| Adjusted EBITDA Margin | **0.0%** | (20.6)% |  |  |

\# Variance greater than 100%

### Revenue:

Revenue for Held for Sale or Sold decreased $17.4 million as compared with the prior year due to the sale of Wiley Edge on May 31, 2024, with the exception of its India operations which sold on August 31, 2024, and CrossKnowledge on August 31, 2024.

### Adjusted EBITDA:

On a constant currency basis, Adjusted EBITDA was zero for the six months ended October 31, 2025 compared to a loss of $3.6 million in the prior year due to the sale of the Wiley Edge and CrossKnowledge businesses.

| CORPORATE EXPENSES | Six Months Ended October 31, 2025 | 2024 | % Change Favorable (Unfavorable) | Constant Currency % Change Favorable (Unfavorable) |
| --- | ---: | ---: | ---: | ---: |
| Unallocated Corporate expenses | **$81,482** | $89,256 | 9% | 9% |
| Amortization of intangible assets | **—** | (323) | # | # |
| **Adjusted Unallocated Corporate Expenses** | **(81,482)** | (88,933) | 8% | 9% |
| Depreciation and amortization | **5,147** | 6,699 | 23% | 23% |
| **Adjusted EBITDA** | **$(76,335)** | $(82,234) | 7% | 8% |

\# Variance greater than 100%

On a constant currency basis, adjusted corporate expenses of $76.3 million on an Adjusted EBITDA basis decreased 8% as compared with the prior year. This was primarily due to prior restructuring and costs savings initiatives.

### LIQUIDITY AND CAPITAL RESOURCES

### Principal Sources of Liquidity

We believe that our operating cash flow, together with our revolving credit facilities and other available debt financing, will be adequate to meet our operating, investing, and financing needs in the next twelve months. Operating cash flow provides the primary source of cash to fund operating needs and capital expenditures. Excess operating cash is used to fund shareholder dividends and share repurchases. Other discretionary uses of cash flow include investments and acquisitions to complement and grow our portfolio of businesses. As necessary, we may supplement operating cash flow with debt to fund these activities. The overall cash position of the Company reflects our durable business results and a global cash management strategy that considers liquidity management, economic factors and tax considerations. Our cash and cash equivalents are maintained at a number of financial institutions. To mitigate the risk of uninsured balances, we select financial institutions based on their credit ratings and financial strength, and we perform ongoing evaluations of these institutions to limit our concentration risk exposure to any financial institution.

As of October 31, 2025, we had cash and cash equivalents of $67.4 million, of which approximately 95% was located outside the US. Maintenance of these cash and cash equivalent balances outside the US does not have a material impact on the liquidity or capital resources of our operations. We intend to repatriate earnings from our non-US subsidiaries, and to the extent we repatriate these funds to the US, we may be required to pay taxes in various US state and local jurisdictions and withholding or similar taxes in applicable non-US jurisdictions in the periods in which such repatriation occurs. Accordingly, as of October 31, 2025 we have recorded a deferred tax liability of approximately $1.2 million related to the estimated taxes that would be incurred upon repatriating certain non-US earnings to the US.

On November 30, 2022, we entered into the second amendment to the Third Amended and Restated Credit Agreement (collectively, the Amended and Restated CA). See Note 15, “Debt and Available Credit Facilities” for more details on the amendment. The Amended and Restated CA provided for senior unsecured credit facilities comprised of the following (i) a five-year revolving credit facility in an aggregate principal amount up to $1.115 billion which matures November 2027, (ii) a five-year term loan A facility consisting of $200 million which matures November 2027, and (iii) $185 million aggregate principal amount revolving credit facility which matured in May 2024.

As of October 31, 2025, we had approximately $871.7 million of debt outstanding, net of unamortized issuance costs of $0.3 million, and approximately $423.5 million of unused borrowing capacity under our Amended and Restated CA and other facilities. Our Amended and Restated CA contains certain restrictive covenants related to our consolidated leverage ratio and interest coverage ratio, which we were in compliance with as of October 31, 2025.

### Analysis of Historical Cash Flows

The following table shows the changes in our Unaudited Condensed Consolidated Statements of Cash Flows.

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash used in operating activities | **$(76,505)** | $(93,992) |
| Net cash provided by (used in) investing activities | **72,438** | (44,489) |
| Net cash (used in) provided by financing activities | **(12,973)** | 113,083 |
| Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash | **$(1,438)** | $1,441 |

Cash flow from operations is seasonally a use of cash in the first half of Wiley’s fiscal year principally due to the timing of collections for annual Journal Subscriptions and Transformational Agreements, which typically occurs in the beginning of the second half of our fiscal year.

Free cash flow less product development spending helps assess our ability, over the long term, to create value for our shareholders, as it represents cash available to repay debt, pay common dividends, and fund share repurchases, and acquisitions. Below are the details of Free cash flow less product development spending.

### Free Cash Flow Less Product Development Spending:

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| **Net cash used in operating activities** | **$(76,505)** | $(93,992) |
| Less: Additions to technology, property, and equipment | **(25,125)** | (29,030) |
| Less: Product development spending | **(6,296)** | (7,127) |
| **Free cash flow less product development spending** | **$(107,926)** | $(130,149) |

### Net Cash Used In Operating Activities

The following is a summary of the $17.5 million change in Net cash used in operating activities for the six months ended October 31, 2025 compared with the six months ended October 31, 2024 (amounts in millions).

|  |  |
| --- | ---: |
| **Net cash used in operating activities – Six Months Ended October 31, 2024** | $(94.0) |
| Net income adjusted for items to reconcile net income to net cash used in operating activities, which would include such noncash items as depreciation and amortization, net losses on sale of businesses, assets, and impairment charges related to assets held-for-sale, restructuring charges, and the change in deferred taxes | 20.3 |
| Working capital changes: |  |
| Accounts receivable, net and contract liabilities | (32.3) |
| Accounts payable and accrued royalties | 6.7 |
| Changes in other assets and liabilities | 22.8 |
| **Net cash used in operating activities – Six Months Ended October 31, 2025** | **$(76.5)** |

The unfavorable change in accounts receivable, net and contract liabilities was primarily due to the timing of billings to and collections from customers, and lower revenue.

The favorable change in accounts payable and accrued royalties was primarily due to the timing of payments.

The favorable changes in other assets and liabilities was due to employee related costs primarily due to lower payments for annual incentive compensation in fiscal year 2026 related to the prior fiscal year, lower contributions to defined benefit plans in fiscal year 2026, cash received of $4.2 million for the interest receivable portion of the Seller Note related to the Sale Agreement in fiscal year 2026, and other working capital changes. This was partially offset by higher income tax payments, net, and costs related to cloud computing arrangements primarily associated with targeted enterprise modernization work in fiscal year 2026. These cloud computing costs are capitalizable and amortized but included in cash flow from operations rather than cash flow from investing activities.

Our negative working capital (current assets less current liabilities) was $159.1 million and $381.0 million as of October 31, 2025 and April 30, 2025, respectively. This $221.9 million change in negative working capital was primarily due to the seasonality of our business. The primary driver of the negative working capital is the benefit realized from unearned contract liabilities related to subscriptions for which cash has been collected in advance. The contract liabilities will be recognized as revenue when the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of October 31, 2025 and as of April 30, 2025 includes $218.8 million and $462.7 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.

Cash collected in advance for subscriptions is used by us for a number of purposes, including funding operations, capital expenditures, acquisitions, debt repayments, dividend payments, and share repurchases.

### Net Cash Provided By (Used In) Investing Activities

Net cash provided by investing activities for the six months ended October 31, 2025 was $72.4 million compared to net cash used in investing activities of $44.5 million in the prior year. The change in investing activities was primarily due to the $115.3 million in cash received in fiscal year 2026 as a result of the Sale Agreement, partially offset by higher additions for publication rights. See Note 3, "Divestitures" for further details on the Sale Agreement.

### Net Cash (Used In) Provided By Financing Activities

Net cash used in financing activities was $13.0 million for the six months ended October 31, 2025 compared to net cash provided by financing activities of $113.1 million for the six months ended October 31, 2024. This change was primarily due to lower net borrowings in fiscal year 2026 of $108.6 million.

In the six months ended October 31, 2025, we increased our quarterly dividend to shareholders to $1.42 per share annualized versus $1.41 per share annualized in the prior year.

During the three months ended July 31, 2025, our Board of Directors approved an additional share repurchase program of $250 million of Class A or B Common Stock. No share repurchases were made under this program during the six months ended October 31, 2025. This share repurchase program is in addition to the share repurchase program approved by our Board of Directors during the year ended April 30, 2020 of $200 million of Class A or B Common Stock. As of October 31, 2025, we had authorization from our Board of Directors to repurchase up to $22.4 million that was remaining under this program. During the six months ended October 31, 2025 and 2024, we repurchased $35.1 million and $25.0 million, respectively, under this program.

The following table summarizes the shares repurchased of Class A and Class B Common Stock (shares in thousands):

|  | Six Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| Shares repurchased – Class A | **883** | 556 |
| Shares repurchased – Class B | **2** | 1 |
| Average price – Class A and Class B | **$39.65** | $44.89 |

The total amount repurchased and the average price per share excludes excise taxes payable on share repurchases and may differ from the share repurchases reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows. For the six months ended October 31, 2025, the total amount repurchased and the total shares repurchased includes unsettled purchases, and such amount differs from the amount reflected in Purchases of treasury shares in our Unaudited Condensed Consolidated Statements of Cash Flows.

### ACCOUNTING STANDARDS UPDATE

We are required to prepare our Unaudited Condensed Consolidated Financial Statements in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) which is the source for all authoritative US GAAP. The FASB ASC is subject to updates by the FASB, which are known as Accounting Standards Updates (ASU). See Note 2, "Recent Accounting Standards" of Part I, Item 1, "Notes to Unaudited Condensed Consolidated Financial Statements" for further information.

## Market risk

As filed, 6,478 characters.

We are exposed to market risk primarily related to interest rates, foreign exchange, and credit risk. It is our policy to monitor these exposures and to use derivative financial investments and/or insurance contracts from time to time to reduce fluctuations in earnings and cash flows when it is deemed appropriate to do so. We do not use derivative financial instruments for trading or speculative purposes.

### Interest Rates

From time to time, we may use interest rate swaps, collars, or options to manage our exposure to fluctuations in interest rates. It is management’s intention that the notional amount of interest rate swaps be less than the variable rate loans outstanding during the life of the derivatives.

The information set forth in Note 16, “Derivatives Instruments and Hedging Activities,” of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption “Interest Rate Contracts,” is incorporated herein by reference.

On an annual basis, a hypothetical one percent change in interest rates for the $372.0 million of unhedged variable rate debt as of October 31, 2025 would affect net income and cash flow by approximately $2.8 million.

### Foreign Exchange Rates

Fluctuations in the currencies of countries where we operate outside the US may have a significant impact on financial results. We are primarily exposed to movements in British pound sterling, euros, Canadian and Australian dollars, and certain currencies in Asia. The statements of financial position of non-US business units are translated into US dollars using period-end exchange rates for assets and liabilities and the statements of income (loss) are translated into US dollars using weighted-average exchange rates for revenues and expenses.

Our significant investments in non-US businesses are exposed to foreign currency risk. Adjustments resulting from translating assets and liabilities are reported as a separate component of Accumulated other comprehensive loss, net of tax within Total shareholders’ equity under the caption Foreign currency translation adjustment.

During the three and six months ended October 31, 2025, we recorded foreign currency translation losses in Accumulated other comprehensive loss, net of tax of approximately $(4.1) million and $(10.0) million, respectively, primarily as a result of the fluctuations of the US dollar relative to the British pound sterling. During the three and six months ended October 31, 2024, we recorded foreign currency translation gains in Accumulated other comprehensive loss, net of tax of approximately $27.9 million and $42.9 million, respectively, primarily as a result of the fluctuations of the US dollar relative to the euro and, to a lesser extent, the British pound sterling.

Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses on the Unaudited Condensed Consolidated Statements of Net Income as incurred. Under certain circumstances, we may enter into derivative financial instruments in the form of foreign currency forward contracts to hedge against specific transactions, including intercompany purchases and loans.

The information set forth in Note 16, “Derivatives Instruments and Hedging Activities,” of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption “Foreign Currency Contracts,” is incorporated herein by reference.

### Sales Return Reserves

The estimated allowance for print book sales returns is based upon an analysis of actual historical return experience in the various markets and geographic regions in which we do business. We collect, maintain, and analyze significant amounts of sales returns data for large volumes of homogeneous transactions. This allows us to make reasonable estimates of the amount of future returns. All available data is utilized to identify the returns by market and to which fiscal year the sales returns apply. This enables management to track the returns in detail and identify and react to trends occurring in the marketplace, with the objective of being able to make the most informed judgments possible in setting reserve rates. Associated with the estimated sales return reserves, we also include a related increase to inventory and a reduction to accrued royalties as a result of the expected returns. Print book sales return reserves amounted to a net liability balance of $9.0 million and $9.0 million as of October 31, 2025 and April 30, 2025, respectively.

The reserves are reflected in the following accounts of our Unaudited Condensed Consolidated Statements of Financial Position:

|  | October 31, 2025 | April 30, 2025 |
| --- | ---: | ---: |
| Increase in Inventories, net | **$3,780** | $4,042 |
| Decrease in Accrued royalties | **$(2,098)** | $(2,067) |
| Increase in Contract liabilities | **$14,919** | $15,093 |
| Print book sales return reserve net liability balance | **$(9,041)** | $(8,984) |

A one percent change in the estimated sales return rate could affect net income by approximately $0.5 million. A change in the pattern or trends in returns could affect the estimated allowance.

### Customer Credit Risk

In the journal publishing business, some subscriptions are sourced through journal subscription agents who, acting as agents for library customers, facilitate ordering by consolidating the subscription orders/billings of each subscriber with various publishers. Cash is generally collected in advance from subscribers by the subscription agents and is principally remitted to us between the months of December and April. Although currently we have minimal credit risk exposure to these agents, future calendar-year subscription receipts from these agents are highly dependent on their financial condition and liquidity. Subscription agents account for approximately 18% of total revenue for the year ended April 30, 2025, and no one affiliated group of subscription agents accounts for more than 10% of total revenue for the year ended April 30, 2025.

Our book business is not dependent upon a single customer; however, the industry is concentrated in national, regional, and online bookstore chains. Although no single book customer accounts for more than 6% of total consolidated revenue and 11% of accounts receivable, net at October 31, 2025, the top 10 book customers account for approximately 13% of total consolidated revenue and approximately 32% of accounts receivable, net at October 31, 2025.

## Controls and procedures

As filed, 1,447 characters.

*Disclosure Controls and Procedures:* The Company’s Chief Executive Officer and Chief Financial Officer, together with the Chief Accounting Officer and other members of the Company’s management, have conducted an evaluation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

*Changes in Internal Control over Financial Reporting:* There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the quarter ended October 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 450 characters.

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, that if they were to occur, could materially adversely affect our businesses, consolidated financial condition, and results of operations. For a discussion of our risk factors, refer to Item 1A. “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

Filed Dec 5, 2025.
Source: SEC EDGAR, the filing index for accession 0000107140-25-000198. Last ingested by Listed: Oct 24, 2026, 14:55 ET. No prices; not investment advice.