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
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 (now 320,696 shares) and leave him with 94,918 outstanding options. The filing does not disclose reasons for the sales or any plan-based trading program.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Options (Right to Buy) | 5,082 | $0.00 | -- |
| Grant/Award | Common Stock | 21,461 | $0.00 | -- |
| Exercise | Common Stock | 5,082 | $16.27 | $83K |
| Sale | Common Stock | 4,782 | $112.30 | $537K |
| Sale | Common Stock | 300 | $113.01 | $34K |
| Sale | Common Stock | 33,233 | $108.63 | $3.61M |
| Sale | Common Stock | 58,303 | $109.51 | $6.38M |
| Sale | Common Stock | 26,258 | $110.51 | $2.90M |
| Sale | Common Stock | 7,206 | $111.21 | $801K |
Footnotes (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. 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. 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). The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at $113.01. 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. 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. 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. 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. 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.
