[Form 4] Willdan Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Micah Chen, Executive Vice President & General Counsel of Willdan Group, Inc. (WLDN), reported insider transactions on 09/18/2025. He exercised 10,000 stock options with a $32.79 exercise price and acquired 10,000 shares through that exercise. Simultaneously, he sold 10,000 shares at $106 per share. After these transactions Chen beneficially owns 40,423 shares directly. His reported holdings include restricted stock units totaling 8,354 shares that vest on scheduled dates in 2026–2028 and 934 restricted shares vesting in March 2026, which are subject to continued service. The option exercised was part of grants under the company’s 2008 Performance Incentive Plan and had an original grant date of July 17, 2018, with an expiration of July 17, 2027. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive

• Transparent disclosure of exercise, sale prices, and remaining beneficial ownership
• Retention of meaningful equity through 40,423 directly owned shares and vested/vesting RSUs

Negative

• Immediate sale of exercised shares reduced insider's incremental exposure to share price appreciation

Insights

Securities Analyst

TL;DR: Insider exercised options and sold shares the same day, reducing short-term exposure while retaining significant restricted equity.

The reporting shows a routine exercise of vested options (10,000 shares at $32.79) and an immediate sale of 10,000 shares at $106, indicating a cash-out of option value while maintaining a substantial direct stake of 40,423 shares. The retained position includes multiple tranches of restricted stock units vesting 2026–2028, which aligns the executive’s interests with future service. Transaction sizes are modest relative to large-cap benchmarks but are material at an individual insider level. No additional compensatory grants or accelerated vesting are disclosed in this filing.

Corporate Governance Expert

TL;DR: Transactions are typical for exercised, vested awards; disclosure is complete and follows Section 16 reporting requirements.

The Form 4 discloses both the option exercise and sale with required detail: exercise price, sale price, remaining beneficial ownership, and vesting schedules for restricted units. The inclusion of vesting schedules for restricted stock units provides clarity on future potential dilution and retention incentives. There is no indication of a Rule 10b5-1 plan or other plan-based transaction in the filing, and the filing was duly signed by an attorney-in-fact, meeting procedural expectations.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CHEN MICAH

(Last) (First) (Middle)

2401 EAST KATELLA AVENUE

SUITE 300

(Street)

ANAHEIM CA 92806

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Willdan Group, Inc. [ WLDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXECUTIVE VP & GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2025		M		10,000	A	$32.79	50,423(1)	D
Common Stock	09/18/2025		S		10,000	D	$106	40,423(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$32.79	09/18/2025		M			10,000	07/17/2018(2)	07/17/2027	Common Stock	10,000	$0	40,000	D

Explanation of Responses:

1. Includes (i) 4,620 shares of restricted stock units that vest in three substantially equal installments on each of March 17, 2026, March 17, 2027 and March 17, 2028, (ii) 2,800 shares of restricted stock units that vest in two substantially equal installments on each of March 20, 2026 and March 20, 2027 and (iii) 934 shares of restricted stock that vest on March 7, 2026, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

2. Stock options granted under the Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan, which vested in three equal installments on each of July 17, 2018, July 17, 2019, and July 17, 2020.

	/s/ Creighton K. Early, Attorney-in-fact for Micah Chen	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Micah Chen report on Form 4 for WLDN?

He exercised 10,000 options at $32.79 and acquired 10,000 shares, and sold 10,000 shares at $106 on 09/18/2025.

How many shares does Micah Chen beneficially own after these transactions?

Chen beneficially owns 40,423 shares directly following the reported transactions.

What restricted equity does the filing disclose for Micah Chen?

The filing includes 4,620 RSUs vesting in three installments (Mar 17, 2026–2028), 2,800 RSUs vesting in two installments (Mar 20, 2026–2027), and 934 restricted shares vesting Mar 7, 2026.

What were the exercise and sale prices reported?

Exercise price: $32.79 per share; Sale price: $106 per share.

When do the exercised options expire and when were they originally granted?

The options were granted on July 17, 2018, vested in three installments (2018–2020) and expire on July 17, 2027.