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

Rhea-AI Filing Summary

Willdan Group, Inc. director Thomas D. Brisbin reported multiple open-market sales of common stock on 08/21/2025 totaling 125,000 shares. Sales occurred in several tranches at weighted average prices ranging from $101.87 to $106.34, reducing his beneficial ownership to 188,291 shares. The remaining stake includes restricted stock grants that vest in 2026 totaling 8,739 shares across three grant dates. Transactions were reported by an attorney-in-fact and the filer offers to provide detailed per-price breakdowns on request.

Positive

• Transparency: Form 4 includes weighted-average price footnotes and offers to provide per-price sale details on request
• Ongoing alignment: Reporting person retains 188,291 shares and 8,739 restricted shares that vest in 2026, maintaining continued exposure to company performance
• Proper execution: Filing executed by an attorney-in-fact and appears to meet Form 4 disclosure requirements

Negative

• Significant insider selling: Reporting person sold a total of 125,000 shares on 08/21/2025, which is a sizable disposition by a director
• Concentration of trades: Multiple large sales occurred on a single date, which may reduce insider shareholding substantially in a short period

Insights

Financial Analyst

TL;DR Director sold a sizable block of shares—125,000—reducing ownership but retains a meaningful position with restricted shares pending vesting.

The scale of the disposals equals a clear liquidity event by the insider rather than routine small trades. Sales spanned a narrow $101–$106 price band, indicating execution across multiple prices within a single day. Remaining direct ownership of 188,291 shares still represents a material stake in the company; the presence of ~8,739 restricted shares vesting in 2026 preserves future alignment with shareholders.

Corporate Governance Expert

TL;DR Substantial insider sales were disclosed; reporting appears compliant and includes vesting details and offer to provide granular pricing.

The Form 4 discloses multiple sales executed the same date and provides weighted-average price footnotes and vesting schedules for restricted stock, which supports regulatory transparency. Filing was signed by an attorney-in-fact. From a governance perspective, the disclosure meets Form 4 content requirements; no additional governance issues or exemptions are evident in the filing.

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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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^*

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)
08/21/2025

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	08/21/2025		S		7,000	D	$101.87(1)	306,291(2)	D
Common Stock	08/21/2025		S		17,106	D	$103.01(3)	289,185(2)	D
Common Stock	08/21/2025		S		33,464	D	$103.95(4)	255,721(2)	D
Common Stock	08/21/2025		S		33,950	D	$104.66(5)	221,771(2)	D
Common Stock	08/21/2025		S		33,380	D	$105.91(6)	188,391(2)	D
Common Stock	08/21/2025		S		100	D	$106.34(7)	188,291(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. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $101.24 to $102.22, 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 (1), footnote (3), footnote (4), footnote (5), footnote (6), and footnote (7).

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 $102.29 to $103.28, inclusive.

4. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $103.29 to $104.28, inclusive.

5. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $104.29 to $105.28, inclusive.

6. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $105.34 to $106.28, inclusive.

7. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at $106.34.

	/s/ Creighton K. Early, Attorney-in-Fact for Thomas D. Brisbin	08/25/2025
	** 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.
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 Thomas D. Brisbin report for WLDN?

On 08/21/2025 Mr. Brisbin reported open-market sales totaling 125,000 shares at weighted average prices between $101.87 and $106.34.

How many shares does the reporting person beneficially own after the Form 4 transactions?

Following the reported sales the filing shows beneficial ownership of 188,291 shares held directly.

Does the filing disclose restricted stock or future vesting for Mr. Brisbin?

Yes. The filing discloses 1,781, 1,124 and 5,834 restricted shares vesting on March 7, 2026, June 11, 2026 and June 12, 2026 respectively (total 8,739 restricted shares).

Were the reported prices single trades or averages?

The footnotes state the column 4 prices are weighted average prices for multiple transactions within specified price ranges and the filer will provide per-price breakdowns on request.

Who signed the Form 4 filing for Thomas D. Brisbin?

The filing was signed by Creighton K. Early, Attorney-in-Fact for Thomas D. Brisbin on 08/25/2025.