Willdan completes Mantis acquisition for about $285M
Willdan funded the transaction with $35.0 million in revolver borrowings and a $250.0 million borrowing under a new term loan facility.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Willdan Group, Inc. (WLDN) completed its acquisition of all equity interests in Mantis Intermediate Holdings, LLC for approximately $285 million, subject to customary post-closing adjustments. The acquisition closed after the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired and customary closing conditions were satisfied.
Willdan Energy Solutions, Inc., a wholly owned subsidiary, acquired Mantis, which provides building controls, energy efficiency, energy advisory and facility management solutions to commercial and industrial customers. Willdan funded the purchase price using $35.0 million borrowed under its existing Revolving Credit Facility and $250.0 million borrowed under a new term loan facility. Proceeds from the new term loan also covered related fees and expenses, including repayment of certain Mantis indebtedness. The new facility matures on May 5, 2030, and has interest rates and customary covenants identical to those applicable to the existing credit facilities. Willdan said it would provide transaction details and updated financial guidance during its third-quarter earnings call scheduled for November 5, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointMantis acquisition completed for approximately $285 million. 25% of market cap
Negative
- None.
Filing Explained
The filing says Willdan will provide the acquired business’s required financial statements and pro forma information in a later 8-K amendment; those figures are not included here.
8-K Event Classification
Key Figures
Key Terms
post-closing adjustments financial
New Term Loan Facility financial
delayed draw term loan facility financial
customary covenants financial
Hart-Scott-Rodino regulatory
FAQ
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How much did WLDN pay for Mantis?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State of other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (
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.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 |
(Nasdaq Global Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
The information related to the Amendment (as defined below) set forth under Item 2.03 of this Current Report on Form 8-K is hereby incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, on September 22, 2026, Willdan Group, Inc. (the “Company”), through its wholly owned subsidiary, Willdan Energy Solutions, Inc. (“Energy Solutions”), entered into that certain Membership Interest Purchase Agreement, among Mantis Intermediate Holdings, LLC (“Mantis”), Mantis NewCo, LLC (“Seller”), Willdan and Energy Solutions (the “Purchase Agreement”) to acquire one hundred percent of the issued and outstanding equity securities of Mantis (the “Transaction”).
On October 30, 2026, the Company completed the Transaction and, pursuant to the Purchase Agreement, Energy Solutions acquired all the equity interests of Mantis. Pursuant to the Purchase Agreement, Energy Solutions paid approximately $285,000,000, subject to certain customary post-closing adjustments. The Company paid the purchase price for the Transaction using a combination of $35.0 million of borrowings under its existing Revolving Credit Facility and $250.0 million of borrowings under its Credit Agreement, as described below.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 on the Current Report on Form 8-K filed by the Company on September 23, 2026 and is incorporated herein by reference. Certain schedules and exhibits to the Purchase Agreement were omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibits to the Securities and Exchange Commission upon request.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On October 30, 2026, the Company entered into an Increase Request and Second Amendment to Amended and Restated Credit Agreement (the “Amendment”) among the Company, certain subsidiaries of the Company party thereto, the Lenders (as defined below) party thereto, and BMO Harris Bank, N.A., as administrative agent (in such capacity, the “Agent”), which amends the Company’s existing Amended and Restated Credit Agreement, dated as of May 5, 2025 (as amended, supplemented, or otherwise modified prior to the date of the Amendment, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by the Amendment, the “Credit Agreement”), among the Company, the subsidiaries of the Company from time to time party thereto, the financial institutions from time to time party thereto as lenders (the “Lenders”), and the Agent. The Existing Credit Agreement provided for up to a $50.0 million term loan facility (the “Existing Term Loan Facility”), up to a $50.0 million delayed draw term loan facility (the “Existing Delayed Draw Term Loan Facility”) and a $100.0 million revolving credit facility (the “Existing Revolving Credit Facility”; together with the Existing Term Loan Facility and the Existing Delayed Draw Term Loan Facility, collectively, the “Existing Credit Facilities”), each maturing on May 5, 2030. The Amendment amended the Existing Credit Agreement to, among other things, add an additional up to $250.0 million term loan facility (the “New Term Loan Facility”) to be used to finance the Transaction and to pay certain related fees and expenses, including, without limitation, to repay certain existing indebtedness of Mantis. The New Term Loan Facility matures on May 5, 2030 and bears interest at rates, and is subject to customary covenants, identical to those applicable to the Existing Credit Facilities, as described in the Credit Agreement. Except as expressly amended by the Amendment, the Existing Credit Agreement remains in effect in accordance with its existing terms.
On October 30, 2026, in connection with the closing of the Transaction, the Company borrowed $250.0 million under the New Term Loan Facility. The proceeds of such borrowings were used to pay part of the consideration owed in connection with the Transaction along with related fees and expenses, including, without limitation, to repay certain existing indebtedness of Mantis.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 on this Current Report on Form 8-K and incorporated herein by
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reference. Certain schedules and exhibits to the Amendment were omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibits to the Securities and Exchange Commission upon request.
Item 7.01. Regulation FD Disclosure
On October 30, 2026, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. The required financial information will be included in an exhibit that will be filed in an amendment to this Current Report on Form 8-K within the period specified in Item 9.01 of Form 8-K.
(b) Pro Forma Financial Information. The required pro forma financial information will be included in an exhibit that will be filed in an amendment to this Current Report on Form 8-K within the period specified in Item 9.01 of Form 8-K.
(d) Exhibits.
Exhibit No. |
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2.1* | Membership Interest Purchase Agreement, dated as of September 22, 2026, by and among Mantis NewCo, LLC, Willdan Energy Solutions, Inc. and Willdan Group, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2026). | ||
10.1 | Increase Request and Second Amendment to Amended and Restated Credit Agreement, dated October 30, 2026, among Willdan Group, Inc., its subsidiaries from time to time party thereto, the financial institutions from time to time party thereto as lenders, and BMO Bank N.A., as administrative agent. | ||
99.1 |
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| Press Release of Willdan Group, Inc., dated October 30, 2026, regarding the consummation of the acquisition of Mantis Intermediate Holdings, LLC. |
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| Cover Page Interactive Data File (embedded within the inline XBRL document). | |
* Schedules and exhibits to this document are not being filed herewith pursuant to Item 601(b)(2) of Regulation S-K. Willdan agrees to furnish a copy of any such schedule or exhibit to the SEC upon request.
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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 hereunto duly authorized.
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Date: November 5, 2026 | By: | /s/ Creighton K. Early |
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| Creighton K. Early |
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| Chief Financial Officer and Executive Vice President (Principal Financial Officer) |
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Exhibit 99.1
Willdan Completes Acquisition of Mantis Innovation
ANAHEIM, Calif.--(BUSINESS WIRE)-- Willdan Group, Inc. (NASDAQ: WLDN) announced today that it has completed the previously announced acquisition of Mantis Intermediate Holdings, LLC (“Mantis”), doing business as Mantis Innovation, for $285 million in cash, subject to customary holdbacks and adjustments. The transaction closed following expiration of the applicable waiting period under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act and satisfaction of customary closing conditions.
Headquartered in Houston, Texas, Mantis provides building controls, energy efficiency, energy advisory, and facility management solutions to commercial and industrial customers. Its clients span manufacturing, food and beverage, healthcare, data centers, and other energy-intensive industries.
“We welcome the entire Mantis team to Willdan,” said Mike Bieber, Willdan’s CEO. “Electricity demand is growing across the economy, driven by industrial expansion, electrification, and new digital infrastructure. Our clients need practical ways to manage that load, control costs, and maintain reliability. Together with Mantis, we can help them reduce consumption, procure energy more effectively, and make better use of the grid capacity that already exists.”
“Today marks an exciting new chapter for our team and our clients,” said Darrell Whitley, CEO of Mantis Innovation. “We have built Mantis around helping customers solve complex energy and facility challenges, and joining Willdan expands the opportunities available to both our people and the clients we serve. We share a commitment to innovation, technical excellence, and customer success, and I’m excited about what we can accomplish together.”
Willdan will provide additional details regarding the transaction and updated financial guidance during its third quarter earnings conference call scheduled for November 5, 2026.
Jefferies LLC served as exclusive financial advisor to Mantis.
About Willdan
Willdan is a technical services company focused on energy and infrastructure solutions. These solutions include energy planning and analytics, consulting, software, public finance, engineering, and program implementation. Willdan serves utilities, state and local governments, and commercial customers in the United States and Canada. For additional information, visit Willdan’s website at www.willdan.com or follow Willdan on LinkedIn and Facebook.
Forward-Looking Statements
Statements in this press release that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. It is important to note that Willdan’s actual results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk factors listed from time to time in Willdan’s reports filed with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K filed for the year ended January 2, 2026. Willdan cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Willdan
disclaims any obligation to, and does not undertake to, update or revise any forward-looking statements in this press release.
Contact
Al Kaschalk
Vice President
310-922-5643
akaschalk@willdan.com