Willdan Insider Update: Performance RSUs Vest, Tax Withholding Executed

Rhea-AI Filing Summary

Micah Chen, Executive VP & General Counsel of Willdan Group, Inc. (WLDN), had restricted stock units vest and completed a tax-withholding share disposition on 08/18/2025. Performance-based restricted stock units granted 08/02/2022 vested for 2,732 shares, issued at no cash price to the reporting person, increasing immediate beneficial ownership before withholding. To satisfy tax withholding, 1,197 shares were withheld at an indicated value of $109.53 per share, reducing the reporting person\'s beneficial ownership from 41,620 to 40,423 shares. The filing also discloses existing unvested restricted stock units totaling 8,354 shares across several scheduled vesting dates and a prior ESPP purchase of 386 shares on 06/30/2025.

Positive

• Performance-based compensation vested, indicating the company certified achievement of the applicable performance conditions for the award
• Substantial insider ownership remains with 40,423 shares beneficially owned after the withholding, aligning executive interests with shareholders
• Transparent disclosure of remaining unvested RSUs and ESPP purchase shows clear reporting of equity incentives

Negative

• Shares withheld for tax withholding (1,197 shares) reduced reported beneficial ownership versus pre-withholding levels
• No cash proceeds from open-market sales disclosed, so liquidity events for the reporting person are limited to administrative withholding

Insights

Securities Analyst

TL;DR: Executive received performance-based RSUs that vested; shares were withheld for taxes, modestly reducing beneficial ownership.

The Form 4 shows routine executive compensation mechanics rather than market-transacting sales. The Compensation Committee certified performance results triggering vesting of 2,732 performance RSUs effective 08/18/2025. Tax withholding of 1,197 shares at an indicated price of $109.53 was effected, which is an administrative disposition rather than an open-market sale. Post-transaction beneficial ownership of 40,423 shares remains sizable and includes multiple tranches of time-based RSUs with scheduled vesting through 2028. For investors, this is an insider ownership update with no direct cash proceeds to the reporting person disclosed.

Corporate Governance Expert

TL;DR: Governance process followed: performance metrics certified and tax withholding executed; disclosure is complete for these events.

The filing documents the issuer\'s internal certification of performance conditions and the administrative mechanics to satisfy withholding obligations. Footnotes enumerate remaining unvested awards and prior ESPP participation, providing transparency on ongoing executive incentives. There is no indication of discretionary share disposition beyond tax withholding. This is a standard disclosure of equity compensation activity under Section 16 reporting rules.

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

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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)
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		2,732(1)	A	$0	41,620(2)(3)	D
Common Stock	08/18/2025		F		1,197(4)	D	$109.53	40,423(2)(3)	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 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 2,732 shares of Common Stock.

2. 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.

3. Includes 386 shares of Common Stock purchased under the Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan on June 30, 2025.

4. 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	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The Form 4 reports vesting of 2,732 performance-based restricted stock units on 08/18/2025 and tax-withholding disposition of 1,197 shares at an indicated price of $109.53.

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

After the reported transactions, Micah Chen beneficially owns 40,423 shares.

Are there additional unvested awards disclosed for Micah Chen?

Yes. The filing discloses unvested restricted stock units totaling 8,354 shares across multiple vesting schedules through 2028 and other restricted awards such as a 934-share grant vesting on 03/07/2026.

Did Micah Chen purchase shares through the company ESPP recently?

Yes. The filing includes a prior purchase of 386 shares under the Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan on 06/30/2025.

Was the disposition of shares a market sale or for tax withholding?

The disposition of 1,197 shares is reported as withheld to satisfy tax withholding obligations in connection with RSU vesting, not an open-market sale.