Willdan CEO Bieber vested 12,963 RSUs; tax withholding reduces holdings

Rhea-AI Filing Summary

Michael A. Bieber, President, CEO and director of Willdan Group, Inc. (WLDN), reported transactions dated 08/18/2025. 12,963 performance-based restricted stock units granted August 2, 2022 were determined to have met performance conditions and vested in full on August 18, 2025, resulting in immediate delivery of 12,963 shares. To satisfy tax withholding on that vesting, 6,788 shares were withheld/sold at $109.53, leaving the reporting person with 207,542 shares beneficially owned after the transactions. The filing also discloses existing unvested awards totaling 35,351 restricted stock units that vest on specified dates in 2026–2028, and a purchase of 386 shares under the ESPP on June 30, 2025. The transactions appear to be compensation-related vesting and tax-related disposition.

Positive

• Performance-based RSUs vested, indicating achievement of metrics approved by the Compensation Committee
• Substantial remaining unvested awards (35,351 RSUs) align executive incentives with future performance and tenure
• Clear disclosure of vesting, withholding and ESPP purchase improves governance transparency

Negative

• Shares withheld/sold (6,788) to satisfy tax obligations reduced the reporting person’s outstanding common stock holdings
• Immediate vesting increased share count temporarily, which may have short-term dilutionary effect on existing shareholders

Insights

Financial Analyst

TL;DR Routine executive compensation vesting with shares withheld for taxes; no indication of opportunistic market sale beyond withholding.

The filing shows performance-based RSUs vested following the Compensation Committee's determination, yielding 12,963 shares. A portion (6,788 shares) was withheld/sold at $109.53 to satisfy tax obligations, which is a common, non-discretionary outcome of vesting. Beneficial ownership remains material at 207,542 shares, with a meaningful pipeline of unvested awards (35,351 RSUs) that tie executive incentives to future service and performance. This is a standard compensation liquidity event rather than a voluntary large-scale divestiture.

Corporate Governance Expert

TL;DR Vesting and withholding are governance-aligned compensation mechanics; disclosures are clear and timely.

The Compensation Committee certified performance results leading to immediate vesting, consistent with plan governance. The report identifies both vested shares and the specific remaining vesting schedules, improving transparency about executive incentives. The withholding of shares to cover taxes is explicitly disclosed and reduces beneficial holdings but does not reflect a change in control or an unexpected departure. Documentation appears complete for Section 16 reporting purposes.

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^*

BIEBER MICHAEL A

(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
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

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		12,963(1)	A	$0	214,330(2)(3)	D
Common Stock	08/18/2025		F		6,788(4)	D	$109.53	207,542(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 12,963 shares of Common Stock.

2. Includes (i) 19,250 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) 11,667 shares of restricted stock units that vest in two substantially equal installments on each of March 20, 2026 and March 20, 2027 and (iii) 4,434 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 Michael A. Bieber	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 did Michael A. Bieber report on Form 4 for WLDN?

He reported 12,963 performance-based RSUs vested on 08/18/2025, and 6,788 shares were withheld/sold at $109.53 to satisfy tax withholding, leaving 207,542 shares beneficially owned.

Why were 6,788 shares sold according to the Form 4?

The shares were withheld/sold to satisfy tax withholding obligations arising from the vesting of performance-based restricted stock units.

How many unvested restricted stock units does the filing disclose?

35,351 RSUs in total are disclosed as unvested across schedules: 19,250 vesting in three installments (Mar 17, 2026–2028), 11,667 vesting in two installments (Mar 20, 2026–2027), and 4,434 vesting on Mar 7, 2026.

Did the filing disclose any ESPP activity for WLDN?

Yes. The reporting person purchased 386 shares under the Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan on June 30, 2025.

Does the Form 4 indicate any change in the reporting person's role at Willdan?

No. The Form 4 continues to list Michael A. Bieber as Director and as President and CEO; no role changes are disclosed in this filing.