Willdan (WLDN) CFO Reports 2,732 RSUs Vesting, Tax-Withholding of 1,470 Shares

Rhea-AI Filing Summary

Creighton K. Early, Executive VP and CFO of Willdan Group, Inc. (WLDN), reported insider transactions on Form 4. On 08/18/2025, 2,732 performance-based restricted stock units vested after the Compensation Committee determined performance conditions were met, resulting in immediate issuance of 2,732 shares at no cash price. To satisfy tax withholding, 1,470 shares were withheld and treated as disposed at an indicated price of $109.53, leaving the reporting person with 73,681 shares beneficially owned.

Positive

• Performance conditions satisfied: 2,732 RSUs vested, indicating achievement of award performance metrics.
• Standard tax treatment: 1,470 shares withheld to satisfy tax obligations, reflecting routine compensation administration.

Negative

• Increase in outstanding insider shares: Immediate vesting adds 2,732 shares to insider-held common stock.
• Shares disposed for taxes: 1,470 shares treated as disposed at $109.53, modestly reducing the reporting person's free-saleable shares.

Insights

Financial Analyst

TL;DR: Routine executive vesting and tax-withholding sale; limited direct market-impact but shows compensation realization.

The filing documents the vesting of 2,732 performance-based RSUs granted August 2, 2022, triggered by the Compensation Committee on August 18, 2025. The immediate vesting increases outstanding insider-held shares, while 1,470 shares were withheld to satisfy tax obligations at a reported valuation of $109.53 per share. This is a non-discretionary, remuneration-related transaction rather than an opportunistic sale and does not indicate a change in corporate outlook. Net beneficial ownership remains material at 73,681 shares.

Corporate Governance Expert

TL;DR: Vesting reflects achievement of performance metrics; withholding for taxes is standard practice and governance-compliant.

The Compensation Committee's determination to vest performance-based awards is a governance action tied to pre-set metrics. The disclosure shows adherence to standard tax-withholding procedures via share retention rather than cash payment. Filing was signed and dated 08/20/2025, and the reporting person continues to file individually. There is no indication of unusual related-party arrangements or departures from required Section 16 reporting protocols.

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

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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^*

EARLY CREIGHTON K

(Last) (First) (Middle)

2401 E. KATELLA AVE

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 AND CFO

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	75,151(2)(3)	D
Common Stock	08/18/2025		F		1,470(4)	D	$109.53	73,681(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) 7,600 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 348 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	08/20/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did WLDN Executive VP & CFO report on Form 4?

The report shows 2,732 performance-based RSUs vested on 08/18/2025 and 1,470 shares were withheld to satisfy tax withholding at a reported price of $109.53.

Why did 2,732 shares vest for Creighton K. Early (WLDN)?

The issuer's Compensation Committee determined the performance conditions for the August 2, 2022 award were satisfied effective 08/18/2025, causing immediate vesting.

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

The Form 4 discloses the reporting person beneficially owns 73,681 shares following the reported transactions.

Were any shares sold in an open-market transaction according to this Form 4?

No open-market sale is indicated; 1,470 shares were withheld to cover tax withholding rather than sold through the market.

What price is associated with the withheld shares on the Form 4?

The withheld shares are reported with a price of $109.53 per share.