{"schema_version":"secwatch.filing_event.v1","accession":"0000107140-26-000034","form_type":"8-K","ticker":"WLY","cik":"0000107140","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","discovered_at":"2026-06-02T12:35:28.335431+00:00","generated_at":"2026-06-02T12:36:07.992937+00:00","sec_items":["1.01","2.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","bullets":["Purchase price of £337.5M (~$452M) all-cash; funded from cash on hand.","Emerald generates >$85M revenue, 92% recurring, mid-single-digit growth.","Expected accretive to adjusted EPS in year one; ~7x EV/EBITDA including ~$30M cost synergies by year three.","Journal portfolio expands to ~2,500 titles; leadership in social sciences, economics, and business.","Meaningful cost synergy realization expected by year two."],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","text":"https://secwatch.observer/filing/0000107140-26-000034.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T12:36:07.992937+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"756c3e9f14304343796c10d78d33945c9724deb2","claim":"JOHN WILEY & SONS, INC. completed an acquisition involving CIG Emerald Midco LLC for GBP £337.5 million (approximately $452 million) (closed 2026-06-01).","evidence_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","confidence":0.9},{"claim_id":"1cbb7b86c52a68ea5a427a315147aac2493b5818","claim":"JOHN WILEY & SONS, INC. entered into Purchase Agreement with CIG Emerald Midco LLC valued at GBP £337.5 million (approximately $452 million) (effective 2026-06-01).","evidence_excerpt":"entered into an Equity Purchase Agreement (the \"Purchase Agreement\") with CIG Emerald Midco LLC, a Delaware limited liability company (the \"Seller\"), and CIG Emerald Holding LLC, a Delaware limited liability company (\"Emerald Holding\"), pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","comparable_excerpt":"This Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001104659-26-068666","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","filed_at":"2026-06-01T13:24:24+00:00","headline":"CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068666","json":"https://secwatch.observer/filing/0001104659-26-068666.json","markdown":"https://secwatch.observer/filing/0001104659-26-068666.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","comparable_excerpt":"On June 1, 2026 (the \"Closing Date\"), following approval by the stockholders of both CECO and Thermon at an annual meeting and special meeting, respectively, held on May 27, 2026, the Mergers and the other transactions contemplated by the Merger Agreement (collectively, the \"Transactions\") were consummated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm"}},{"accession":"0001213900-26-061792","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-28T12:30:18+00:00","headline":"Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform","event_type":"m_and_a","sec_items":["1.01","5.03","2.01","2.03","3.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061792","json":"https://secwatch.observer/filing/0001213900-26-061792.json","markdown":"https://secwatch.observer/filing/0001213900-26-061792.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","comparable_excerpt":"of CS Digital (the “Acquisition”) on the same date. Aggregate Consideration. The aggregate\nconsideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at\nclosing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share\n(the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001079973-26-000713","ticker":"NNUP","company_name":"NOCOPI TECHNOLOGIES INC/MD/","filed_at":"2026-05-21T11:05:14+00:00","headline":"Nocopi acquires Polymeric assets for $2.65M; appoints Gregory Babe as Executive Director of Operations","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001079973-26-000713","json":"https://secwatch.observer/filing/0001079973-26-000713.json","markdown":"https://secwatch.observer/filing/0001079973-26-000713.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/888981/000107997326000713/0001079973-26-000713-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/888981/000107997326000713/nnup_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","comparable_excerpt":"contemplated thereby (the “ Closing ”) occurred simultaneously on May 18, 2026 (the\n“ Closing Date ”). Pursuant to the Asset Purchase Agreement, the aggregate\nconsideration was $2,650,000 (the “ Purchase Price ”), which consisted of (a) $1,900,000 in cash (the “ Cash\nConsideration ”), subject to customary working capital adjustments and other reductions described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/888981/000107997326000713/0001079973-26-000713-index.htm"}},{"accession":"0001767258-26-000043","ticker":"XPEL","company_name":"XPEL, Inc.","filed_at":"2026-05-20T12:45:10+00:00","headline":"XPEL invests ~$110M in San Antonio facility and China manufacturing; reaffirms 2028 margin targets","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001767258-26-000043","json":"https://secwatch.observer/filing/0001767258-26-000043.json","markdown":"https://secwatch.observer/filing/0001767258-26-000043.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1767258/000176725826000043/0001767258-26-000043-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1767258/000176725826000043/xpel-20260515.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","comparable_excerpt":"had previously assigned its rights under the real estate purchase agreement for the Properties to Harvest. The aggregate purchase price for the Properties was approximately $60,400,000. Building Loan In connection with the Acquisition, on May 15, 2026, Harvest entered into a loan agreement (the “Building Loan”) with PNC Bank, National Association (the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1767258/000176725826000043/0001767258-26-000043-index.htm"}},{"accession":"0001193125-26-229866","ticker":"MCW","company_name":"Mister Car Wash, Inc.","filed_at":"2026-05-19T14:08:25+00:00","headline":"Mister Car Wash completes $3.1B take-private by Leonard Green & Partners at $7.00/share","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.03","5.02","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-229866","json":"https://secwatch.observer/filing/0001193125-26-229866.json","markdown":"https://secwatch.observer/filing/0001193125-26-229866.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/d128344d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","comparable_excerpt":"Report on Form 8-K is incorporated by reference into this Item 1.01. In connection with the consummation of the Merger, on May 19, 2026, Borrower entered into Amendment No. 7 (the “ Amendment ”) to its existing Amended and Restated First Lien Credit Agreement, dated as of May 14, 2019, by and among Borrower, Hotshine IntermediateCo, Inc., the other","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}