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

Rhea-AI Filing Summary

Thomas D. Brisbin, a director of Willdan Group, Inc. (WLDN), reported option exercise and offsetting open-market sales on 08/25/2025. He exercised 5,182 stock options at an exercise price of $16.27 per share, and sold 5,182 common shares at a weighted average price of $118.15 per share. After the transactions the Form 4 shows Mr. Brisbin beneficially owning 70,696 shares of common stock. The filing also discloses outstanding restricted stock totaling 8,739 shares that vest on specified dates in 2026, and that the exercised options are exercisable until 11/03/2026.

Positive

• Exercise of vested options at $16.27 demonstrates realization of in-the-money option value
• Sale at weighted average $118.15 locked in substantial proceeds versus exercise cost
• Vesting schedule disclosed for restricted shares (1,781; 1,124; 5,834) provides transparency on future potential dilution

Negative

• Reported sale reduced direct beneficial ownership from 75,878 to 70,696 shares following the transactions
• Large share sale (5,182 shares) could be viewed as a near-term reduction in insider holdings

Insights

Securities Analyst

TL;DR: Director exercised in-the-money options at $16.27 and immediately monetized the same number of shares at a ~$118 weighted average.

The filing documents a routine option exercise paired with open-market sales that realize a substantial spread between the $16.27 exercise price and the ~$118.15 sale price. The transaction reduced reported beneficial ownership from 75,878 to 70,696 shares per the Form 4, while leaving 5,182 options (or underlying shares) recorded in Table II with an expiration of 11/03/2026. These actions are consistent with a liquidity event for the reporting person rather than a company capital action; the filing supplies clear transaction pricing and vesting schedules for restricted shares.

Corporate Governance Expert

TL;DR: Insider reported exercise and sale consistent with standard Section 16 disclosure; vesting schedules for restricted shares are explicitly disclosed.

The Form 4 is complete in noting the relationship (director), transaction codes, prices, and the vesting schedule for restricted stock (1,781; 1,124; 5,834 shares on specified 2026 dates). The reporting attorney signature and date are present, and the weighted-average sale price range is disclosed with an offer to provide per-trade details on request. No amendments or missing items are evident in the filing text provided.

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^*

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)
08/25/2025

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	08/25/2025		M		5,182	A	$16.27	75,878(1)	D
Common Stock	08/25/2025		S		5,182	D	$118.15(2)	70,696(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
Stock Options (Right to Buy)	$16.27	08/25/2025		M			5,182	11/03/2017(3)	11/03/2026	Common Stock	5,182	$0	89,736	D

Explanation of Responses:

1. 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.

2. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $118.07 to $118.38, 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 (2).

3. 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.

	/s/ Creighton K. Early, Attorney-in-Fact for Thomas D. Brisbin	08/26/2025
	** 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 transactions did WLDN director Thomas D. Brisbin report on the Form 4?

He reported exercising 5,182 stock options at $16.27 per share and selling 5,182 common shares at a weighted average price of $118.15 on 08/25/2025.

How many Willdan Group (WLDN) shares does Brisbin beneficially own after the reported transactions?

The Form 4 shows he beneficially owns 70,696 shares of common stock following the reported transactions.

Are there any unvested restricted shares disclosed for Thomas D. Brisbin?

Yes. The filing discloses 1,781, 1,124, and 5,834 restricted shares that vest on specified dates in 2026, totaling 8,739 restricted shares.

What are the terms of the exercised options reported by Brisbin?

The options had an exercise price of $16.27, were exercised on 08/25/2025, and have an expiration date of 11/03/2026 per the Form 4.

Did the Form 4 disclose sale price details for the shares sold?

Yes. The Form 4 reports a weighted average sale price of $118.15 and notes sales occurred across prices ranging from $118.07 to $118.38.