Willdan (WLDN) insider sale: Downes disposes 2,763 shares, retains 8,909

Rhea-AI Filing Summary

Willdan Group director Cynthia A. Downes reported a sale of common stock on 08/15/2025. The filing shows a disposition of 2,763 shares at a price of $109.43 per share, leaving the reporting person with 8,909 shares beneficially owned after the transaction. The remaining holdings include restricted stock awards: 1,781 shares vesting on June 11, 2026, and 1,124 shares vesting on June 12, 2026, each subject to continued service. The transaction was reported on a Form 4 by one reporting person and the reporting relationship is listed as a director.

Positive

• Retention of meaningful stake: Reporting person continues to beneficially own 8,909 shares after the sale.
• Restricted stock with future vesting: 1,781 shares vest on June 11, 2026 and 1,124 shares vest on June 12, 2026, aligning the director with future company performance.

Negative

• Insider sale disclosed: Disposition of 2,763 shares at $109.43 per share on 08/15/2025.
• Lack of stated reason for sale: The Form 4 does not provide a rationale such as diversification or tax planning.

Insights

Securities Analyst

TL;DR: Director sale of 2,763 shares at $109.43 reduces holdings but leaves meaningful restricted stock still scheduled to vest.

The sale of 2,763 shares represents a clear liquidity event by an insider but does not eliminate the reporting person's stake; 8,909 shares remain beneficially owned. The presence of 1,781 and 1,124 restricted shares that vest in mid-2026 indicates ongoing alignment with the company through required continued service. This Form 4 discloses a routine insider sale rather than a cessation of ownership or a material shift in control.

Corporate Governance Expert

TL;DR: Insider sale is notable for transparency, but could be perceived negatively by some investors depending on context.

From a governance perspective, the filing properly discloses the sale and residual holdings, and identifies the reporting person as a director. The restricted stock vesting schedule demonstrates retained economic exposure tied to continued service, which mitigates concerns that the director is exiting exposure entirely. However, without additional context such as the director's historical trading pattern or company equity policies, some stakeholders may view the undisclosed rationale for the sale as a minor negative signal.

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^*

Downes Cynthia

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		S		2,763	D	$109.43	8,909(1)	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. Includes (i) 1,781 shares of restricted stock that vest on June 11, 2026 and (ii) 1,124 shares of restricted stock that vest on June 12, 2026, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

	/s/ Creighton K. Early, Attorney-in-fact for Cynthia A. Downes	08/18/2025
	** 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 transaction did Cynthia A. Downes file for WLDN?

Answer: A sale of 2,763 shares of Willdan Group common stock on 08/15/2025 at $109.43 per share.

How many WLDN shares does Cynthia A. Downes beneficially own after the reported transaction?

Answer: The Form 4 reports 8,909 shares beneficially owned following the sale.

Does Cynthia A. Downes hold restricted stock in WLDN?

Answer: Yes, the filing notes 1,781 restricted shares vesting on June 11, 2026 and 1,124 restricted shares vesting on June 12, 2026, subject to continued service.

What is the reporting person's relationship to Willdan Group (WLDN)?

Answer: The Form 4 identifies Cynthia A. Downes as a director of the issuer.

Was this Form 4 filed by multiple reporting persons?

Answer: No, the form indicates it was filed by one reporting person.