Willdan (WLDN) Director Reports RSU Vesting, Option Acquisition and Large Share Sales

Rhea-AI Filing Summary

Thomas D. Brisbin, a director of Willdan Group, Inc. (WLDN), reported multiple transactions dated 08/18/2025. Performance-based restricted stock units granted August 2, 2022, vested as to 21,461 shares when the company’s compensation committee determined the performance conditions were satisfied, resulting in immediate delivery of those shares. The report also shows acquisition of 5,082 stock options with an exercise price of $16.27 and a series of open-market sales totaling 130,082 shares executed at weighted-average prices within specified ranges from $108.00 to $113.01. Following these transactions, the reporting person’s beneficial ownership of common stock is reported as 320,696 shares and 94,918 stock options.

Positive

• 21,461 performance-based restricted stock units vested when the issuer's compensation committee determined the performance conditions were satisfied
• Footnotes disclose remaining restricted stock vesting schedules: 1,781, 1,124 and 5,834 shares vesting on specific dates in 2026
• 5,082 stock options reported acquired with an exercise price of $16.27, and the filing provides option exercisability and expiration details

Negative

• Multiple open-market sales on 08/18/2025 totaling 130,082 common shares, reducing beneficial ownership from prior levels to 320,696 shares
• Sales executed at weighted-average prices within ranges from $108.00 to $113.01, indicating sizable disposition activity by the reporting person

Insights

Financial Analyst

TL;DR: Director reported PSU vesting, option acquisition and substantial open-market sales reducing shareholdings.

The Form 4 documents three distinct event types on the same date: the satisfaction of performance conditions that vested 21,461 restricted stock units, the addition of 5,082 stock options at a $16.27 exercise price, and multiple market sales totaling 130,082 common shares at weighted-average prices spanning roughly $108.00 to $113.01. These filings are factual disclosures and do not include company commentary or forward guidance. From an analytical standpoint, the transactions materially change the director’s reported common stock stake

Corporate Governance Expert

TL;DR: Insider disclosure shows performance-based award vesting and significant share dispositions; governance disclosure appears complete.

The Form 4 provides required Section 16 disclosure: the performance-based RSUs vested per the compensation committee decision, and the reporting person timely disclosed multiple sales and an option acquisition on 08/18/2025. The footnotes supply weighted-average price ranges and remaining restricted stock vesting schedules, which aid transparency. The filing is signed by an attorney-in-fact and includes customary footnote undertakings to provide transaction detail on request. The document contains no additional governance events such as resignations or amendments.

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^*

Brisbin Thomas Donald

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		A		21,461(1)	A	$0	445,696(2)	D
Common Stock	08/18/2025		M		5,082	A	$16.27	450,778(2)	D
Common Stock	08/18/2025		S		4,782	D	$112.3(3)	445,996(2)	D
Common Stock	08/18/2025		S		300	D	$113.01(4)	445,696(2)	D
Common Stock	08/18/2025		S		33,233	D	$108.63(5)	412,463(2)	D
Common Stock	08/18/2025		S		58,303	D	$109.51(6)	354,160(2)	D
Common Stock	08/18/2025		S		26,258	D	$110.51(7)	327,902(2)	D
Common Stock	08/18/2025		S		7,206	D	$111.21(8)	320,696(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
Stock Options (Right to Buy)	$16.27	08/18/2025		M			5,082	11/03/2017(9)	11/03/2026	Common Stock	5,082	$0	94,918	D

Explanation of Responses:

1. Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on August 2, 2022. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee effective on August 18, 2025, resulting in the immediate vesting of the restricted stock units as to 21,461 shares of Common Stock.

2. Includes (i) 1,781 shares of restricted stock that vest on June 11, 2026, (ii) 1,124 shares of restricted stock that vest on June 12, 2026, and (iii) 5,834 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.

3. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $112.00 to $112.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3), footnote (4), footnote (5), footnote (6), footnote (7) and footnote (8).

4. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at $113.01.

5. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $108.00 to $108.99, inclusive.

6. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $109.00 to $109.99, inclusive.

7. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $110.00 to $110.99, inclusive.

8. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $111.00 to $111.44, inclusive.

9. Stock options granted under the Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan, which vested in three equal installments on each of November 3, 2017, November 3, 2018 and November 3, 2019.

	/s/ Creighton K. Early, Attorney-in-Fact for Thomas D. Brisbin	08/20/2025
	** Signature of Reporting Person	Date
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FAQ

What did Willdan Group (WLDN) director Thomas D. Brisbin report on 08/18/2025?

He reported the vesting of 21,461 performance-based restricted stock units, acquisition of 5,082 stock options at a $16.27 exercise price, and multiple sales totaling 130,082 common shares.

How many shares does Thomas D. Brisbin beneficially own after the reported transactions?

Following the reported transactions, he beneficially owns 320,696 common shares and holds 94,918 stock options.

What were the sale price ranges for the shares sold by the reporting person?

Footnotes state sales occurred at weighted-average prices within ranges including $108.00–$108.99, $109.00–$109.99, $110.00–$110.99, $111.00–$111.44, and up to $113.01.

Were the vested restricted stock units performance-based or time-based?

The 21,461 restricted stock units that vested were explicitly performance-based, granted August 2, 2022, with performance conditions determined satisfied on August 18, 2025.

Are there remaining unvested restricted shares noted in the filing?

Yes. The filing discloses remaining restricted stock that includes 1,781, 1,124, and 5,834 shares that vest on specified dates in 2026, subject to continued service.

Who signed the Form 4 on behalf of Thomas D. Brisbin?

The Form 4 is signed by Creighton K. Early, Attorney-in-Fact for Thomas D. Brisbin on 08/20/2025.