---
schema_version: "secwatch.filing_event.v1"
accession: "0000107140-24-000004"
form_type: "8-K"
ticker: "WLY"
cik: "0000107140"
company_name: "JOHN WILEY & SONS, INC."
filed_at: "2024-01-09T23:59:59+00:00"
generated_at: "2026-06-07T01:16:32.604568+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Wiley sells Wiley Edge business for up to $62.2M; includes earnout and loan note

## Summary
- Total consideration up to $62.2M: $10M cash, $18.3M seller note (8% annual interest, 4-year maturity), up to $33.9M earnout based on gross profit targets over 3 fiscal years.
- Inspirit has committed equity financing for the base purchase price; the transaction is not subject to a financing contingency.
- Closing is targeted for Q1 2024, subject to customary conditions including regulatory approvals and absence of governmental order.
- Earnout could accelerate if Inspirit sells the business within two years post-close; maximum earnout would be paid if sale occurs during earnout period.

## SEC filing metadata
- accession: 0000107140-24-000004
- form_type: 8-K
- ticker: WLY
- cik: 0000107140
- company_name: JOHN WILEY & SONS, INC.
- filed_at: 2024-01-09T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/107140/000010714024000004/0000107140-24-000004-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/107140/000010714024000004/jwa-20240108.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000107140-24-000004
- JSON: https://secwatch.observer/filing/0000107140-24-000004.json
- Plain text: https://secwatch.observer/filing/0000107140-24-000004.txt

## Key facts
- Material Agreements
  JOHN WILEY & SONS, INC. entered into Stock and Asset Purchase Agreement with Inspirit Vulcan Bidco Limited valued at potential maximum amount of up to $62,202,000 (effective 2024-01-08).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Inspirit Vulcan Bidco Limited
  - Value: potential maximum amount of up to $62,202,000
  - Effective: 2024-01-08
  source text: On January 8, 2024, John Wiley & Sons, Inc. (the “ Company ”) entered into a Stock and Asset Purchase Agreement (the “ Purchase Agreement ”) with Inspirit Vulcan Bidco Limited
  evidence_url: https://www.sec.gov/Archives/edgar/data/107140/000010714024000004/0000107140-24-000004-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.