Willdan Group (WLDN) EVP & General Counsel gets RSU shares, withholding for taxes

Rhea-AI Filing Summary

Willdan Group, Inc.'s Executive VP & General Counsel Micah Chen reported routine equity compensation activity. Chen received 3,960 shares of Common Stock on March 11, 2026 from the vesting of performance-based restricted stock units granted in March 2023.

On the same date, 1,738 shares were withheld at $83.98 per share to cover tax obligations tied to this vesting, leaving a net addition of 2,222 shares. After these transactions, Chen directly owned 46,889 shares of Common Stock. Footnotes also describe additional restricted stock units scheduled to vest between 2026 and 2029, contingent on continued service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CHEN MICAH

Role EXECUTIVE VP & GENERAL COUNSEL

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,960	$0.00	--
Tax Withholding	Common Stock	1,738	$83.98	$146K

Holdings After Transaction: Common Stock — 48,627 shares (Direct)

Footnotes (1)

1. Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on March 7, 2023. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee effective on March 11, 2026, resulting in the immediate vesting of the restricted stock units as to 3,960 shares of Common Stock. Includes (i) 4,500 shares of restricted stock units that vest in three substantially equal installments on each of March 3, 2027, March 3, 2028 and March 3, 2029, (ii) 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, and (iii) 2,800 shares of restricted stock units that vest in two substantially equal installments on each of March 20, 2026 and March 20, 2027, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date. Represents shares of the Issuer's Common Stock withheld to satisfy tax withholding obligations in connection with the vesting of the performance-based restricted stock units referenced in footnote (1).

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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)
03/11/2026

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	03/11/2026		A		3,960(1)	A	$0	48,627(2)	D
Common Stock	03/11/2026		F		1,738(3)	D	$83.98	46,889(2)	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

Explanation of Responses:

1. Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on March 7, 2023. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee effective on March 11, 2026, resulting in the immediate vesting of the restricted stock units as to 3,960 shares of Common Stock.

2. Includes (i) 4,500 shares of restricted stock units that vest in three substantially equal installments on each of March 3, 2027, March 3, 2028 and March 3, 2029, (ii) 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, and (iii) 2,800 shares of restricted stock units that vest in two substantially equal installments on each of March 20, 2026 and March 20, 2027, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

3. Represents shares of the Issuer's Common Stock withheld to satisfy tax withholding obligations in connection with the vesting of the performance-based restricted stock units referenced in footnote (1).

	/s/ Creighton K. Early, Attorney-in-fact for Micah Chen	03/12/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Willdan Group (WLDN) report for Micah Chen?

Willdan Group reported that Executive VP & General Counsel Micah Chen received 3,960 shares of Common Stock from vested performance-based restricted stock units, with 1,738 shares withheld to cover taxes. These transactions reflect routine equity compensation rather than open-market trading activity.

How many Willdan Group (WLDN) shares does Micah Chen hold after this Form 4?

After the reported transactions, Micah Chen directly holds 46,889 shares of Willdan Group Common Stock. This figure reflects both the 3,960 shares received from vested performance-based restricted stock units and the 1,738 shares withheld to satisfy related tax obligations.

Was the Willdan Group (WLDN) Form 4 a stock purchase or sale by Micah Chen?

The Form 4 does not show an open-market purchase or sale by Micah Chen. It records a share grant from vesting performance-based restricted stock units and a related tax-withholding disposition, where 1,738 shares were withheld to satisfy tax obligations on the vested award.

What is the significance of the performance-based RSUs vesting for Willdan Group (WLDN)?

The vesting of 3,960 performance-based restricted stock units indicates that specified performance conditions set in March 2023 were determined satisfied by the compensation committee. This converted those units into Common Stock for Micah Chen as of March 11, 2026, subject to standard tax withholding.

What future equity awards does Micah Chen have at Willdan Group (WLDN)?

Footnotes state that Chen holds additional restricted stock units scheduled to vest in installments between March 2026 and March 2029. These units, totaling several thousand shares, will vest over time if Chen continues his service with the company through each applicable vesting date.

At what price were shares withheld for taxes in the Willdan Group (WLDN) Form 4?

Shares were withheld at a price of $83.98 per share to satisfy tax obligations. Specifically, 1,738 shares of Willdan Group Common Stock were withheld in connection with the vesting of the performance-based restricted stock units that delivered 3,960 shares to Micah Chen.