Form 8-K

8-K — JOHN WILEY & SONS, INC.

Accession: 0001628280-26-060252

Filed: 2026-09-03

Period: 2026-09-03

CIK: 0000107140

SIC: 2731 (BOOKS: PUBLISHING OR PUBLISHING AND PRINTING)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — jwa-20260903.htm (Primary)

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8-K

8-K (Primary)

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jwa-20260903

FALSE000010714000001071402026-09-032026-09-030000107140us-gaap:CommonClassAMember2026-09-032026-09-030000107140us-gaap:CommonClassBMember2026-09-032026-09-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 3, 2026

(Date of Report)

(Date of earliest event reported)

JOHN WILEY & SONS, INC.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

001-11507 13-5593032

(Commission File Number) (IRS Employer Identification No.)

111 River Street, Hoboken New Jersey

07030

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(201) 748-6000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, par value $1.00 per share WLY New York Stock Exchange

Class B Common Stock, par value $1.00 per share WLYB New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On September 3, 2026, John Wiley & Sons Inc., a New York corporation (the “Company”), issued a press release announcing the Company’s financial results for the first quarter of fiscal year 2027. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 3, 2026, the Company held its first quarter of fiscal year 2027 earnings conference call. The Company is furnishing as Exhibit 99.2 to this Current Report on Form 8-K the presentation materials that were provided and discussed during the earnings conference call.

The information included in Items 2.02 and 7.01, including the exhibits hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

99.1 - Press release dated September 3, 2026 “Wiley Reports First Quarter 2027 Results”

99.2 - Presentation materials dated September 3, 2026.

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JOHN WILEY & SONS, INC.

(Registrant)

By /s/ Matthew S. Kissner

Matthew S. Kissner

President and Chief Executive Officer

Dated: September 3, 2026

EX-99.1

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Document

Wiley Reports First Quarter 2027 Results;

Q1 in line with expectations and full year outlook reaffirmed

Strength in Research and AI offset by prior year comparison and softness in Learning –

Emerald integration ahead of schedule

September 3, 2026 - Hoboken, NJ – Wiley (NYSE: WLY), a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning, today reported results for the first quarter ended July 31, 2026.

First Quarter Summary

•GAAP performance vs. prior year: Revenue of $386 million vs. $397 million (-3%); Operating Income of $3 million vs. $31 million and Diluted Earnings Per Share (EPS) of $(0.23) vs. $0.22 largely due to restructuring charges and acquisition and integration related costs.

•Adjusted Results at constant currency: Revenue of $386 million vs. $397 million (-3%), with growth in Research and contributions from the Emerald acquisition offset by prior year AI licensing revenue of $29 million and market-related softness in Learning. Adjusted Operating Income of $31 million (-9%), Adjusted EBITDA of $68 million (-4%), and Adjusted EPS of $0.44 (-10%) primarily due to revenue performance, with Adjusted EPS further impacted by higher net interest expense related to the acquisition.

•Research growth: Strong demand to publish and output trends continue. Revenue grew 4%, with Research Publishing up 12% (including two months from Emerald) offsetting a prior-year AI licensing comparison in Research Solutions. Adjusted EBITDA margin rose 130 basis points.

•AI and data analytics momentum: AI licensing revenue totaled $14 million for the quarter. The pipeline continues to expand across model training, commercial licensing, and subscription knowledge feeds. Wiley became the only scientific publisher in the U.S. Department of Energy’s Genesis Mission and a founding data partner in CuspAI’s materials foundry. Wiley also launched its breakthrough Spectral Analysis API portfolio in the quarter, delivering "gold standard" chemical reference data directly into automated laboratory software pipelines.

•Cost savings: Wiley’s continued focus on efficiency drove a 19% improvement ($8 million) in corporate expenses on an Adjusted EBITDA basis through technology transformation and restructuring.

•Returns to shareholders: The Company increased its dividend for the 33rd consecutive year and allocated $33 million to dividends and share repurchases this quarter.

Management Commentary

“We delivered the quarter we planned for, and the momentum between Research and AI keeps building: Research is fueling the trusted content that accelerates AI, and AI is driving the productivity that accelerates Research,” said Matthew Kissner, President and CEO. “You can see it in our Research and AI pipelines, and in our selection as the only scientific publisher in the U.S. Department of Energy’s Genesis Mission and as founding data partner in CuspAI’s global materials foundry—choices that reflect not just our scale, but the quality and trust we’ve built over two centuries. Prior year AI licensing comparisons affected both segments this quarter, particularly Learning, and we expect improvement over the balance of the year as comparisons normalize and demand in that segment stabilizes.”

Financial Summary

Please see accompanying financial tables for more detail.

Research Segment

•Research revenue of $293 million was up 4% as reported and at constant currency, with Research Publishing up 12% (CC) largely driven by the addition of Emerald ($13 million in two months) and strong growth in gold open access and AI licensing. This was partially offset by a 30% decline (CC) in Research Solutions largely due to prior year AI licensing comparison ($16 million vs. $4 million this quarter).

•Research Adjusted EBITDA of $87 million was up 9% (CC) including a $5 million contribution from Emerald. Adjusted EBITDA margin for the quarter rose 130 basis points to 29.6%.

•During the quarter, Wiley acquired Emerald Publishing for approximately $450 million in cash, net of cash acquired, or roughly 7 times Adjusted EBITDA on a synergized basis including $30 million of targeted cost synergies. Emerald brings nearly 500 journals, thousands of book titles and case studies, and 500,000 backfile assets. The acquisition expands Wiley's portfolio to roughly 2,500 journals and establishes a top-one-or-two position across key areas of economics, business, and finance.

Learning Segment

•Learning revenue of $93 million was down 19% as reported and 20% (CC) reflecting prior year AI licensing comparison in Academic and Professional ($8 million and $5 million, respectively) and softness in consumer and corporate spending. Q1 is Wiley’s seasonally lightest quarter in Academic.

•Learning Adjusted EBITDA of $14 million was down 56% (CC) primarily reflecting revenue performance and mix.

Corporate Expenses

“Corporate Expenses” are the portion of shared services costs not allocated to segments.

•Corporate Expenses on an Adjusted EBITDA basis improved 19% ($8 million) as reported and at constant currency driven by technology transformation and continued restructuring savings.

Balance Sheet, Cash Flow, and Capital Allocation

•Net Debt-to-EBITDA ratio (TTM) at quarter end was 2.7x compared to 1.9x in the year-ago period, reflecting higher net debt of $1,185 million vs. $746 million due to the June 1 acquisition of Emerald. Wiley’s proforma leverage is 2.1x including Emerald synergies.

•Net Cash Used in Operating Activities was $55 million compared to $85 million in the prior year, reflecting the anticipated recovery in cash collection related to late Q4 renewal signings. Note, Wiley’s regular use of cash in the first half of the fiscal year is driven by the timing of cash collections for annual journal renewals, which are concentrated in Q3 and Q4.

•Free Cash Flow was a use of $70 million compared to a use of $100 million in the prior year. Capex was $14 million, down $1 million.

•Returns to Shareholders: Wiley allocated $33 million toward dividends and share repurchases. $15 million was allocated to share repurchases, up from $14 million in the prior-year period, and the dividend was raised for the 33rd consecutive year.

Fiscal 2027 Outlook

Wiley is reaffirming its full year outlook based on key leading indicators, including strong pipelines in publishing and AI licensing, and anticipated cost savings.

Metric

Fiscal 2025

Fiscal 2026

Fiscal 2027 Outlook

Organic Revenue Growth*

Low-to-mid single digit growth

(Research: mid-single digit growth)

Adjusted EBITDA Margin

24.0%

26.2%

26.5% to 27.5%

Adjusted EPS

$3.64

$4.19

$4.60 to $5.05

Free Cash Flow

$126M

$195M

$205M

*Organic Revenue Growth” excludes the effects of the Emerald acquisition and currency movements. All other metrics include the addition of Emerald. Emerald is projected to add $78 million to Revenue (11 months of Fiscal Year) and be accretive to Adjusted EPS by approximately $0.10 and dilutive to Free Cash Flow by $15 million (the Emerald acquisition is expected to turn Free Cash Flow accretive in Fiscal 2028)

•Organic Revenue Growth - driven by expected core growth in Research and another strong year for AI and data analytics growth initiatives.

•Adjusted EBITDA Margin – reflecting anticipated cost savings and ongoing efficiency gains balanced with high-return, sustainable growth investment.

•Adjusted EPS – growth expectation driven by higher expected Adjusted Operating Income

•Free Cash Flow – driven by expected cash earnings growth partially offset by year 1 dilution from Emerald ($15M), higher capex ($80M vs. $65M in FY26), expected restructuring costs, and higher cash taxes.

Earnings Conference Call

Scheduled for today, September 3 at 10:00 am (ET). Access webcast at Investor Relations at investors.wiley.com, or directly at http://events.q4inc.com/attendee/638218988. North American callers, please dial (833) 461-5787 and enter the meeting ID: 638 218 988. International callers, please dial (585) 542-9983 and enter the meeting ID: 638 218 988.

About Wiley

Wiley (NYSE: WLY) is a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning. With more than 200 years at the center of the scholarly ecosystem, Wiley combines trusted publishing heritage with AI-powered platforms to transform how knowledge is discovered, accessed, and applied. From individual researchers and students to Fortune 500 R&D teams, Wiley enables the transformation of scientific breakthroughs into real-world impact. From knowledge to impact—Wiley is redefining what's possible in science and learning. Visit us at Wiley.com and Investors.Wiley.com. Follow us on Facebook, X, LinkedIn and Instagram

Non-GAAP Financial Measures

Wiley provides non-GAAP financial measures and performance results such as “Adjusted EPS,” “Adjusted Operating Income,” “Adjusted EBITDA,” “Adjusted Income before Taxes,” “Adjusted Income Tax Provision,” “Adjusted Effective Income Tax Rate,” “Free Cash Flow less Product Development Spending,” “organic revenue,” and results on a Constant Currency basis to assess underlying business performance and trends. Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of divestitures and acquisitions provide a useful comparable basis to analyze operating results and earnings. See the reconciliations of non-GAAP financial measures and explanations of the uses of non-GAAP measures in the supplementary information. We have not provided our 2027 outlook for the most directly comparable U.S. GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, acquisition and integration related costs, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with U.S. GAAP.

Forward-Looking Statements

This release contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected synergies and opportunities; (x) the ability to realize operating savings over time and in fiscal year 2027 in connection with our multiyear Global Restructuring Program and completed dispositions; (xi) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; and (xiii) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect subsequent events.

Category: Corporate News/ Earnings Releases

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION (1) (2)

CONDENSED CONSOLIDATED STATEMENTS OF NET (LOSS) INCOME

(in USD thousands, except per share information)

(unaudited)

Three Months Ended

July 31,

2026 2025

Revenue, net $ 386,361 $ 396,800

Costs and expenses:

Cost of sales 100,871 109,259

Operating and administrative expenses 238,534 240,330

Acquisition and integration related costs(3)

11,039 —

Restructuring and related charges 16,525 3,038

Amortization of intangible assets 16,455 13,210

Total costs and expenses 383,424 365,837

Operating income 2,937 30,963

As a % of revenue 0.8 % 7.8 %

Interest expense (13,926) (11,042)

Net foreign exchange transaction losses

(397) (971)

Net gain (loss) on sale of businesses and assets 1,113 (1,116)

Other expense, net (2,304) (127)

(Loss) income before taxes (12,577) 17,707

(Benefit) provision for income taxes

(850) 6,007

Effective tax rate 6.8 % 33.9 %

Net (loss) income $ (11,727) $ 11,700

As a % of revenue -3.0 % 2.9 %

(Loss) earnings per share

Basic $ (0.23) $ 0.22

Diluted(4)

$ (0.23) $ 0.22

Weighted average number of common shares outstanding

Basic 50,752 53,377

Diluted(4)

50,752 53,966

Notes:

(1) The supplementary information included in this press release for the three months ended July 31, 2026 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) All amounts are approximate due to rounding.

(3) In connection with the acquisition of Emerald Publishing on June 1, 2026, we incurred acquisition and integration related costs that are expensed when incurred. Acquisition-related costs consist of advisory, legal, consulting, and due diligence fees directly related to evaluating, negotiating, and completing the transaction. Integration-related costs consist of costs incurred to combine, migrate, or consolidate systems, operations, facilities, and processes between Wiley and Emerald Publishing, and severance related charges.

(4) In calculating diluted net loss per common share for the three months ended July 31, 2026, our diluted weighted average number of common shares outstanding excludes the effect of unvested restricted stock units and other stock awards as the effect was antidilutive. This occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION (1) (2)

RECONCILIATION OF US GAAP MEASURES to NON-GAAP MEASURES

(in USD thousands, except per share information)

(unaudited)

Reconciliation of US GAAP (Loss) Earnings per Share to Non-GAAP Adjusted EPS

Three Months Ended

July 31,

2026 2025

US GAAP (Loss) Earnings Per Share - Diluted $ (0.23) $ 0.22

Adjustments:

Acquisition and integration related costs

0.20 —

Restructuring and related charges 0.26 0.05

Amortization of acquired intangible assets

0.24 0.20

Net (gain) loss on sale of businesses and assets

(0.02) 0.02

EPS impact of using weighted-average dilutive shares for adjusted EPS calculation(3)

(0.01) —

Non-GAAP Adjusted Earnings Per Share - Diluted $ 0.44 $ 0.49

Reconciliation of US GAAP (Loss) Income Before Taxes to Non-GAAP Adjusted Income Before Taxes

Three Months Ended

July 31,

2026 2025

US GAAP (Loss) Income Before Taxes $ (12,577) $ 17,707

Pretax Impact of Adjustments:

Acquisition and integration related costs

11,039 —

Restructuring and related charges 16,525 3,038

Foreign exchange losses (gains) on intercompany transactions

16 (440)

Amortization of acquired intangible assets

16,455 13,210

Net (gain) loss on sale of businesses and assets

(1,113) 1,116

Non-GAAP Adjusted Income Before Taxes $ 30,345 $ 34,631

Reconciliation of US GAAP Income Tax (Benefit) Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate

US GAAP Income Tax (Benefit) Provision

$ (850) $ 6,007

Income Tax Impact of Adjustments(4)

Acquisition and integration related costs

936 —

Restructuring and related charges 3,313 519

Foreign exchange losses (gains) on intercompany transactions

10 (750)

Amortization of acquired intangible assets

4,327 2,068

Net (gain) loss on sale of businesses and assets

(259) 54

Income Tax Adjustments

Impact of valuation allowance on the US GAAP effective tax rate

— 166

Non-GAAP Adjusted Income Tax Provision $ 7,477 $ 8,064

US GAAP Effective Tax Rate 6.8 % 33.9 %

Non-GAAP Adjusted Effective Tax Rate 24.6 % 23.3 %

Notes:

(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three months ended July 31, 2026 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) All amounts are approximate due to rounding.

(3) Represents the impact of using diluted weighted-average number of common shares outstanding (51.5 million for the three months ended July 31, 2026) included in the Non-GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.

(4) For the three months ended July 31, 2026, the tax impact was $4.0 million of current taxes and $4.3 million of deferred taxes. For the three months ended July 31, 2025, substantially all of the tax impact was from deferred taxes.

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION (1) (2)

RECONCILIATION OF US GAAP NET (LOSS) INCOME TO NON-GAAP EBITDA AND ADJUSTED EBITDA

(in USD thousands)

(unaudited)

Three Months Ended

July 31,

2026 2025

Net (Loss) Income $ (11,727) $ 11,700

Interest expense 13,926 11,042

(Benefit) provision for income taxes (850) 6,007

Depreciation and amortization 37,321 36,446

Non-GAAP EBITDA 38,670 65,195

Acquisition and integration related costs

11,039 —

Restructuring and related charges 16,525 3,038

Net foreign exchange transaction losses 397 971

Net (gain) loss on sale of businesses and assets (1,113) 1,116

Other expense, net 2,304 127

Non-GAAP Adjusted EBITDA $ 67,822 $ 70,447

Adjusted EBITDA Margin 17.6 % 17.8 %

Notes:

(2) All amounts are approximate due to rounding.

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION (1) (2) (3)

SEGMENT RESULTS

(in USD thousands)

(unaudited)

% Change

Three Months Ended

July 31, Favorable (Unfavorable)

2026 2025 Reported Constant Currency

Research:

Revenue, net

Research Publishing $ 258,886 $ 231,827 12 % 12 %

Research Solutions 34,604 49,865 -31 % -30 %

Total Revenue, net $ 293,490 $ 281,692 4 % 4 %

Non-GAAP Adjusted Operating Income $ 60,977 $ 56,248 8 % 8 %

Depreciation and amortization 25,919 23,385 -11 % -11 %

Non-GAAP Adjusted EBITDA $ 86,896 $ 79,633 9 % 9 %

Adjusted EBITDA margin 29.6 % 28.3 %

Learning:

Revenue, net

Academic $ 44,741 $ 55,472 -19 % -20 %

Professional 48,130 59,636 -19 % -20 %

Total Revenue, net $ 92,871 $ 115,108 -19 % -20 %

Non-GAAP Adjusted Operating Income $ 4,894 $ 21,655 -77 % -78 %

Depreciation and amortization 9,136 9,844 7 % 8 %

Non-GAAP Adjusted EBITDA $ 14,030 $ 31,499 -55 % -56 %

Adjusted EBITDA margin 15.1 % 27.4 %

Corporate Expenses:

Non-GAAP Adjusted Corporate Expenses $ (34,966) $ (43,902) 20 % 20 %

Depreciation and amortization 1,862 3,217 42 % 42 %

Non-GAAP Adjusted EBITDA $ (33,104) $ (40,685) 19 % 19 %

Consolidated Results:

Revenue, net $ 386,361 $ 396,800 -3 % -3 %

Operating Income $ 2,937 $ 30,963 -91 % -91 %

Adjustments:

Acquisition and integration related costs 11,039 — # #

Accelerated amortization of an intangible asset 404 — # #

Restructuring and related charges

16,525 3,038 # #

Non-GAAP Adjusted Operating Income $ 30,905 $ 34,001 -9 % -9 %

Adjusted Operating Income margin 8.0 % 8.6 %

Depreciation and amortization 36,917 36,446 -1 % -1 %

Non-GAAP Adjusted EBITDA $ 67,822 $ 70,447 -4 % -4 %

Adjusted EBITDA margin 17.6 % 17.8 %

Notes:

(2) All amounts are approximate due to rounding.

(3) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors.

# Variance greater than 100%

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION (1) (2)

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in USD thousands)

(unaudited)

July 31,

2026 April 30,

2026

Assets:

Current assets

Cash and cash equivalents $ 106,426 $ 75,622

Accounts receivable, net 210,729 244,164

Inventories, net 18,472 19,265

Prepaid expenses and other current assets 102,595 80,614

Total current assets 438,222 419,665

Technology, property and equipment, net 131,564 136,260

Intangible assets, net 853,303 578,959

Goodwill 1,390,757 1,132,392

Operating lease right-of-use assets 56,478 57,128

Other non-current assets 262,075 267,414

Total assets $ 3,132,399 $ 2,591,818

Liabilities and shareholders' equity:

Current liabilities

Accounts payable $ 44,935 $ 67,199

Accrued royalties 101,948 97,791

Short-term portion of long-term debt 13,750 12,500

Contract liabilities 384,278 451,423

Accrued employment costs 56,129 71,068

Short-term portion of operating lease liabilities 16,111 15,954

Other accrued liabilities 71,671 63,012

Total current liabilities 688,822 778,947

Long-term debt 1,277,516 670,897

Accrued pension liability 58,740 59,527

Deferred income tax liabilities 165,492 98,972

Operating lease liabilities 67,493 69,544

Other long-term liabilities 77,297 65,689

Total liabilities 2,335,360 1,743,576

Shareholders' equity 797,039 848,242

Total liabilities and shareholders' equity $ 3,132,399 $ 2,591,818

Notes:

(1) The supplementary information included in this press release for July 31, 2026 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) All amounts are approximate due to rounding.

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION (1) (2)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in USD thousands)

(unaudited)

Three Months Ended

July 31,

2026 2025

Operating activities:

Net (loss) income $ (11,727) $ 11,700

Net (gain) loss on sale of businesses and assets (1,113) 1,116

Amortization of intangible assets 16,455 13,210

Amortization of product development assets 3,652 3,792

Depreciation and amortization of technology, property, and equipment 17,214 19,444

Other noncash charges 49,089 19,274

Net change in operating assets and liabilities (128,842) (153,541)

Net cash used in operating activities (55,272) (85,005)

Investing activities:

Additions to technology, property, and equipment (11,197) (12,005)

Product development spending (3,180) (2,890)

Businesses acquired in purchase transactions, net of cash acquired (450,351) —

Net cash (transferred) proceeds related to the sale of businesses and assets (27) 115,168

Acquisitions of publication rights and other (625) (1,417)

Net cash (used in) provided by investing activities (465,380) 98,856

Financing activities:

Net debt borrowings 609,066 30,591

Cash dividends (18,167) (18,985)

Purchases of treasury shares (15,229) (13,500)

Other (22,792) (15,030)

Net cash provided by (used in) financing activities 552,878 (16,924)

Effects of exchange rate changes on cash, cash equivalents and restricted cash (1,422) (959)

Change in cash, cash equivalents and restricted cash for period 30,804 (4,032)

Cash, cash equivalents and restricted cash - beginning 75,672 85,932

Cash, cash equivalents and restricted cash - ending $ 106,476 $ 81,900

CALCULATION OF NON-GAAP FREE CASH FLOW LESS PRODUCT DEVELOPMENT SPENDING (3)

Three Months Ended

July 31,

2026 2025

Net cash used in operating activities $ (55,272) $ (85,005)

Less: Additions to technology, property, and equipment (11,197) (12,005)

Less: Product development spending (3,180) (2,890)

Free cash flow less product development spending $ (69,649) $ (99,900)

Notes:

(2) All amounts are approximate due to rounding.

JOHN WILEY & SONS, INC.

EXPLANATION OF USAGE OF NON-GAAP PERFORMANCE MEASURES

In this earnings release and supplemental information, management may present the following non-GAAP performance measures:

•Adjusted Earnings Per Share (Adjusted EPS);

•Free Cash Flow less Product Development Spending;

•Adjusted Operating Income and margin;

•Adjusted Income Before Taxes;

•Adjusted Income Tax Provision;

•Adjusted Effective Tax Rate;

•EBITDA, Adjusted EBITDA and margin;

•Organic revenue and growth; and

•Results on a constant currency basis.

Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate our performance and calculate incentive compensation.

We present these non-GAAP performance measures in addition to US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.

The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Operating Income. We present both Adjusted Operating Income and Adjusted EBITDA for each of our reportable segments as we believe Adjusted EBITDA provides additional useful information to certain investors and financial analysts for operational trends and comparisons over time. It removes the impact of depreciation and amortization expense, as well as presents a consistent basis to evaluate operating profitability and compare our financial performance to that of our peer companies and competitors.

For example:

•Adjusted EPS, Adjusted Operating Income and margin, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, EBITDA, Adjusted EBITDA and margin, and Organic revenue (excluding acquisitions) and growth provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.

•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 stock dividends, and fund share repurchases and acquisitions.

•Results on a constant currency basis remove distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance excluding the impact of foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.

In addition, we have historically provided these or similar non-GAAP performance measures and understand that some investors and financial analysts find this information helpful in analyzing our operating margins and net income, and in comparing our financial performance to that of our peer companies and competitors. Based on interactions with investors, we also believe that our non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financial results, and that there is no confusion regarding the adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures.

We have not provided our 2027 outlook for the most directly comparable US GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with US GAAP.

Non-GAAP performance measures do not have standardized meanings prescribed by US GAAP and therefore may not be comparable to the calculation of similar measures used by other companies and should not be viewed as alternatives to measures of financial results under US GAAP. The adjusted metrics have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titled US GAAP information and is not an indicator of our performance under US GAAP. Non-GAAP financial metrics that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-GAAP measures.

EX-99.2

Filename: exhibit992-q127earningsp.htm · Sequence: 3

exhibit992-q127earningsp

Q1 2027 Earnings Review SEPTEMBER 3, 2026 NYSE:WLY

SAFE HARBOR STATEMENT This presentation contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward- looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected synergies and opportunities; (x) the ability to realize operating savings over time and in fiscal year 2027 in connection with our multiyear Global Restructuring Program and completed dispositions; (xi) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; (xiii) our ability to leverage artificial intelligence technologies in our products and services, including generative artificial intelligence, large language models, machine learning, and other artificial intelligence tools; and (xiv) other factors detailed from time to time in our filings with the SEC. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances. NON-GAAP FINANCIAL MEASURES Wiley provides non-GAAP financial measures and performance results such as: ▪ Organic Revenue Growth ▪ Adjusted Earnings Per Share (“Adjusted EPS”); ▪ Free Cash Flow; ▪ Adjusted Operating Income and margin; ▪ Adjusted Income Before Taxes ▪ Adjusted Income Tax Provision ▪ Adjusted Effective Tax Rate ▪ EBITDA (earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA and margin; and ▪ Results on a constant currency (“CC”) basis. Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of divestitures and acquisitions provide a useful comparable basis to analyze operating results and earnings. See the reconciliations of non-GAAP financial measures and explanations of the uses of non-GAAP measures in the supplementary information. We have not provided our 2027 outlook for the most directly comparable U.S. GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with U.S. GAAP. 2

Trusted content and intelligence for the advancement of science and innovation 3

Q1 Takeaways Research and AI momentum strong; results offset by prior year comparison and soft Learning demand in seasonally small Q • Delivered 12% increase in Research Publishing reflecting Emerald addition, AI momentum, and global demand to publish; Learning performance challenged by prior year AI licensing comparison and soft market conditions in seasonally light quarter • Realized $14M of AI revenue in quarter; pipeline expanding across models, channels, and verticals; on track to deliver on full year goals • Invited to be the sole scientific publisher to join the U.S. Department of Energy's Genesis Mission to accelerate scientific and technological innovation – alongside Nvidia, AWS, Microsoft, and others • Became founding data partner for CuspAI’s global materials foundry, alongside Nvidia, Meta, and others • Launched breakthrough Spectral Analysis API portfolio delivering the industry's "gold standard" chemical reference data directly into automated laboratory software pipelines • Emerald integration ahead of schedule; acquisition well received across research community • Raised dividend for 33rd consecutive year, a record few public companies of our size can match GROWTH FLYWHEELRESEARCH Content & Data AI & DATA ANALYTICS AI Intelligence feeds powersaccelerates fuels 1 Durable, compounding Research growth engine 2 Feeds the data that fuels AI & data analytics growth engine 3 AI and data analytics powers the intelligence and productivity that further accelerates Research growth engine Compounding Growth Engines 4

▪ Revenue performance driven by prior year AI licensing comparison headwind of $29 million and market-related softness in a seasonally light quarter for Learning, offsetting Emerald contribution ($13M), open access growth, and AI licensing this quarter ($14M) ▪ Adjusted EBITDA reflects revenue performance offsetting strong margin expansion in Research and cost savings in corporate ▪ Adjusted EPS performance largely driven by lower Adjusted Operating Income and higher net interest expense related to the Emerald acquisition ▪ Returned $33M to shareholders, including $15M of share repurchases. In June, Wiley raised its dividend for the 33rd consecutive year Revenue* ▼3% $386M GAAP EPS ▼$0.45 ($0.23) Adj. EPS* ▼10% $0.44 Adj. EBITDA* ▼4% $68M Q1 Summary Strength in Research and AI offset by prior year comparison and softness in Learning First Quarter 2027 performance as expected 5

OBJECTIVE Q1 PROGRESS Drive high-quality publishing throughput01 Expand journal portfolio and leading brands 02 Drive publishing efficiency and margin expansion Leverage IP and relationships for AI and data analytics 04 ▪ Submissions +31%, output +8% with strong demand across fast growing and mature markets, including China, India, US, Brazil, Japan, and the UK ▪ CY26 renewals closed; 99%+ retention ▪ Launched Advanced Immunology and Advanced Brain ▪ Emerald integration ahead of schedule ▪ #1 ranked journals in 15 fields; 10%+ of all citations in annual industry index ▪ Research Adjusted EBITDA margin +130 bps to 29.6% ▪ Continued progress in our cost savings initiatives ▪ 1,600 journals now migrated to new publishing platform ▪ Clinical Outcome Assessments growing ▪ Spectral collection surpassed 1.2M mass spectra; API portfolio launched ▪ Nexus licensing service partners now total 71 Continued strong progress in Research 03 “The launch of the spectral analysis API portfolio is the clearest signal yet of Wiley’s evolution from a legacy publisher into a modern data and technology company.” — Industry Newsletter 6

Strong visibility and trends in global research productivity Research momentum, accelerating 1 2 3 4 5 Robust publishing pipeline and scale advantage widening: Submissions and output up 31% and 8%, outpacing market; researcher productivity rising with AI Solid calendar 2026 journal renewal season with 99%+ customer retention rate Open access growth compounding by double digits. Global demand driven by must-have dynamics of publishing and journal brand expansion Emerald integration off to a fast start, extending our scale advantage in Research and content advantage for AI and data analytics. Fit is strong on all three dimensions: financially, strategically, and culturally Clinical Outcome Assessments rapidly scaling: Q1 revenue grew by three-fold and pipeline of pharma customers expanding Audience monetization momentum building with good growth in billings and rollout of sophisticated AdTech enabling contextual targeting plus reporting and agentic tools FY25 FY26 FY27P +3% +4% Mid-single digit growth Research Organic Growth 6 7

FY24 FY25 FY26 FY27P $1M $8M 2-3x AI Revenue (recurring revenue) $40M $49M $23M $50M+ AI and data analytics growth initiatives Q1 AI revenue / % of FY27 target Total corporate customers for subscription knowledge feeds Total industry verticals Building traction with AI licensing customers in life sciences, healthcare, food and agriculture, materials and chemistry, and financial services 5 Total AI model training customers Repeat customers for training – sustained demand underscoring the enduring value of our content and data 6 23 $14M / 28% Total Nexus publisher partners More societies and publishers choosing Wiley to power their publishing programs and AI licensing projects 71 8

AI momentum, accelerating 1 2 3 4 5 Demand for our proprietary content and data growing across verticals, products, and channels AI licensing pipeline scaling for model training, commercial licensing, and subscription knowledge feeds Model training becoming a proven engine with new and repeat customers Corporate R&D demand accelerating for content and data in chemistry, food and agriculture, and other domains Healthcare opportunities widening across large corporates and AI startups Rising value and widening application of our trusted proprietary content, data, and intelligence 9

Wiley activating a very deep and untapped mine of proprietary data Structured metadata & linked domains Cross-disciplinary linkages invisible to generic aggregators Validated research protocols & methods How studies were designed, not just what they found Peer review signals & editorial judgement Decades of credibility signals baked into the corpus Citation networks & reference graphs The connective tissue between ideas across disciplines Author & institutional relationships Who is working on what, with whom, and where Published content Articles, journals, search Our content advantages Life Sciences and Healthcare Leading position in 150+ therapeutic areas; top position in clinical outcome assessments and medical synthesis Chemistry Leading position in 100+ chemistry areas and spectral data; top global journals and partnerships Engineering & Materials Science Leading position in 50+ areas in Engineering and 50+ areas in Materials Science; top journals Agriculture & Food Science Leading position in 45+agriculture and food science topics; leading crops disease database Economics, Business, and Finance Emerald addition makes Wiley a leader across all key areas 10

Trusted content and intelligence in demand across a growing number of use cases and markets 11 Clinical Outcome Assessments Example:. Dermatology instruments Extensive collection of outcome assessments for clinical trials, and a GTM partnership with IQVIA Commercial Licensing Example: Medical content Partnering with AI innovators like OpenEvidence to deliver trusted research at point of care Subscription Knowledge Feeds Examples: Chemistry, life sciences and food science and agriculture data Integrating content into corporate AI applications Model Training Example:. Economics and financial data Partnering with large language and other model developers to ensure accuracy and impact Databases Example: Chemical spectral data One of the most comprehensive spectral databases in the world for use across laboratories Audience Monetization Example: Life sciences content Reaching millions of researchers and healthcare professionals in a trusted journal environment Applied Research Intelligence

Leader in Responsible AI Most companies build responsible AI from the model outward. Responsible AI depends on the quality and trustworthiness of the knowledge that fuels it, and that’s what Wiley has spent two centuries building Human Oversight We keep judgment with people, not models. Trust & Transparency We protect IP and set integrity standards. Safety & Fairness We enforce strict data privacy and actively mitigate bias. Governance We pair clear controls with smart regulation. 84% of researchers use AI 73% want publisher guidance Oct 2025 AI guidelines published Anthropic citations built into MCP AI Oversight across Wiley Setting the agenda, not reacting to it. The only publishing sponsor at the UN's AI for Good Global Summit 2026 in Geneva 12

Financials

Research Segment ▪ Research Publishing growth driven by strong publishing demand, Emerald acquisition, and AI licensing ▪ Research Solutions performance impacted by prior year AI comparison and softness in publishing services and recruiting, offsetting growth and momentum in advertising services ▪ Key strategic areas showing strong momentum, including gold open access, clinical outcome assessments, spectral databases, Nexus licensing service, and Emerald integration ▪ Adjusted EBITDA growth up on revenue growth and Emerald offset by investment in Advanced journal portfolio buildout and clinical outcome assessments expansion; Adj. EBITDA margin up 130 bps Q1 Summary (millions) Q1 2027 Change Change CC Research Publishing $259 12% 12% Research Solutions $34 (31%) (30%) Total Revenue $293 4% 4% Adjusted EBITDA $87 9% 9% Adjusted EBITDA Margin 29.6%* *vs. Adjusted EBITDA margin of 28.3% in prior Q1. Also, Emerald contributed $13M of revenue and $5M of Adjusted EBITDA Driving strong momentum across key strategic areas and meaningful margin expansion 14

Learning Segment Q1 summary ▪ Academic performance due to prior year AI licensing comparison and print revenue offsetting growth in digital content and courseware; Q1 is Wiley's seasonally lightest quarter in Academic ▪ Professional performance impacted by market-related challenges around consumer and corporate spending and prior year AI licensing comparison ▪ Adjusted EBITDA primarily reflecting revenue performance (millions) Q1 2027 Change Change CC Academic $45 (19%) (20%) Professional $48 (19%) (20%) Total Revenue $93 (19%) (20%) Adjusted EBITDA $14 (55%) (56%) Adjusted EBITDA Margin 15.1%* Q1 performance due to prior year AI comparison and market conditions in Professional; Q1 seasonally light Rest of year ▪ Expecting comparisons to normalize and demand to stabilize ▪ Reorganizing toward higher-value authors and titles, and accelerating our shift to digital products and inclusive access ▪ Taking cost out to protect margins *vs. Adjusted EBITDA margin of 27.4% in prior Q1. 15

Expanding margins and reinvesting in durable growth Q1 Update ▪ Tech transformation: shifting spend from legacy maintenance to product and innovation. Retiring tech debt, consolidating facilities, and scaling our Virtusa partnership ▪ Corporate cost structure: driving restructuring savings across shared services, notably Technology and Global Operations ▪ AI productivity: transforming processes in Legal, Marketing, and Content Operations, with further initiatives targeting material run-rate savings Q126 Q127 $41M $33M Corporate Expenses* down 19% *On Adjusted EBITDA basis 16

Disciplined Capital Allocation Balancing high-return investments with returning cash to shareholders Organic investment • Capex of $14M vs. prior year $15M; shifting to growth and product development • Scaling Advanced journal portfolio growing at double digits • Delivering best-in-class Research Publishing platform to drive incremental revenue growth and reduce cost to publish • Development of database solutions and developing research intelligence platform Inorganic investment • Closed Emerald for ~$450M, net of cash received, expanding Wiley’s journal portfolio to ~2,500 titles and establishing category leadership • All-cash transaction valued at ~7x Adjusted EBITDA (including targeted cost synergies) • Integrating Emerald and driving early revenue and cost synergies • Expected to be accretive to Adjusted EPS in year 1; material cost synergies in year 2 and full synergies ($30M) realized in year 3 Portfolio optimization • Managing portfolio for growth and/or margin fit Return to shareholders • Raised dividend for 33rd consecutive year • $33M allocated to dividends and repurchases, up from $32M Q1 Financial Position ▪ Q1 Free Cash Flow use of $70 million, a significant improvement over prior year use of $100M. FCF historically a use through 1H due to timing of annual journal subscriptions. FY27 outlook on track for $205M. ▪ TTM Net Debt-to-EBITDA of 2.7x compared to 1.9x prior year reflecting recent Emerald acquisition. Wiley proforma leverage at 2.1x including Emerald synergies, within target range of 1.5-2.5x 17

Fiscal 2027 Outlook Reaffirmed Metric Fiscal 2025 Fiscal 2026 Fiscal 2027 Outlook Organic Revenue Growth* Low to mid single digit growth (Research: mid-single digit growth) Adjusted EBITDA Margin 24.0% 26.2% 26.5% to 27.5% Adjusted EPS $3.64 $4.19 $4.60 to $5.05 Free Cash Flow $126M $195M $205M *Organic Revenue Growth excludes expected impact of Emerald acquisition (+$78 million revenue contribution in 11 months of Fiscal 2027) and foreign exchange. All other metrics include Emerald. The acquisition is expected to be accretive to Adjusted EPS by approximately $0.10 but dilutive to Free Cash Flow by $15 million (Year 1) 18

Executive Summary Well on track to deliver mid-single digit growth in Research with strong publishing demand and output, market share gains, and society wins. Long term trends favorable Well on track to deliver on AI revenue goals with $14M of Q1 revenue, expanding pipeline, and widening growth opportunities - near and long-term growth engines taking shape Fast tracking our operational excellence initiatives with full launch of Research Exchange Platform, tech transformation programs, and AI Center of Excellence Driving continuous margin expansion while freeing up capacity to invest Relentless focusing on disciplined investment and capital allocation to drive higher ROIC and recurring- revenue growth while rewarding shareholders 19

Trusted, continually updating CONTENT AND DATA Provides access to world’s trusted scientific, technical, and scholarly content and data through our portfolio and partner portfolios Leading position in high-demand KNOWLEDGE DOMAINS Differentiated by content and scale advantage in health, chemistry, materials, food science, engineering, and economics World renowned TRUST AND REPUTATION Wide moat journal portfolio and peer review networks; home to Nobel-winning authors and the world’s most prestigious societies Unencumbered market builder w/ FIRST MOVER ADVANTAGE Decisively moving with corporations and AI innovators building out critical models and applications; Wiley is on offense Strategic connector with unrivalled PARTNER ECOSYSTEM Leveraging unmatched network of publishing partners, AI innovators, corporations, government agencies, and institutions Leveraging partners & existing assets CAPITAL LIGHT MODEL Ability to leverage existing assets, partnership ecosystem, and open platforms for high returns with minimal investment Wiley’s Differentiators in the AI Economy Demand is rapidly accelerating for Wiley’s trusted content and intelligence 20

Thank you for joining us Mark your calendar: Fiscal 2027 Investor Day March 11, 2027 For more information or follow-up: investors.wiley.com brian.campbell@wiley.com

Appendix - US GAAP to Non-GAAP Reconciliation 22 Reconciliation of US GAAP (Loss) Earnings per Share to Non-GAAP Adjusted EPS 2026 2025 US GAAP (Loss) Earnings Per Share - Diluted (0.23)$ 0.22$ Adjustments: Acquisition and integration related costs 0.20 - Restructuring and related charges 0.26 0.05 Amortization of acquired intangible assets 0.24 0.20 Net (gain) loss on sale of businesses and assets (0.02) 0.02 EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (3) (0.01) - Non-GAAP Adjusted Earnings Per Share - Diluted 0.44$ 0.49$ 2026 2025 US GAAP (Loss) Income Before Taxes (12,577)$ 17,707$ Acquisition and integration related costs 11,039 - Restructuring and related charges 16,525 3,038 Foreign exchange losses (gains) on intercompany transactions 16 (440) Amortization of acquired intangible assets 16,455 13,210 Net (gain) loss on sale of businesses and assets (1,113) 1,116 Non-GAAP Adjusted Income Before Taxes 30,345$ 34,631$ US GAAP Income Tax (Benefit) Provision (850)$ 6,007$ Acquisition and integration related costs 936 - Restructuring and related charges 3,313 519 Foreign exchange losses (gains) on intercompany transactions 10 (750) Amortization of acquired intangible assets 4,327 2,068 Net (gain) loss on sale of businesses and assets (259) 54 Impact of valuation allowance on the US GAAP effective tax rate - 166 Non-GAAP Adjusted Income Tax Provision 7,477$ 8,064$ US GAAP Effective Tax Rate 6.8% 33.9% Non-GAAP Adjusted Effective Tax Rate 24.6% 23.3% Notes: Reconciliation of US GAAP (Loss) Income Before Taxes to Non-GAAP Adjusted Income Before Taxes Three Months Ended Three Months Ended July 31, (3) Represents the impact of using diluted weighted-average number of common shares outstanding (51.5 million for the three months ended July 31, 2026) included in the Non-GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive. (4) For the three months ended July 31, 2026, the tax impact was $4.0 million of current taxes and $4.3 million of deferred taxes. For the three months ended July 31, 2025, substantially all of the tax impact was from deferred taxes. Pretax Impact of Adjustments: Reconciliation of US GAAP Income Tax (Benefit) Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate Income Tax Impact of Adjustments (4) Income Tax Adjustments (1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three months ended July 31, 2026 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission. (2) All amounts are approximate due to rounding. July 31,

Appendix – Net Income to Adjusted EBITDA 23 2026 2025 Net (Loss) Income (11,727)$ 11,700$ Interest expense 13,926 11,042 (Benefit) provision for income taxes (850) 6,007 Depreciation and amortization 37,321 36,446 Non-GAAP EBITDA 38,670 65,195 Acquisition and integration related costs 11,039 - Restructuring and related charges 16,525 3,038 Net foreign exchange transaction losses 397 971 Net (gain) loss on sale of businesses and assets (1,113) 1,116 Other expense, net 2,304 127 Non-GAAP Adjusted EBITDA 67,822$ 70,447$ Adjusted EBITDA Margin 17.6% 17.8% Notes: (1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three months ended July 31, 2026 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission. (2) All amounts are approximate due to rounding. July 31, Three Months Ended

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_EntityListingsLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember

Namespace Prefix:

Data Type:

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Period Type: