Willdan Group (WLDN) EVP & General Counsel gains stock from RSU vesting

Rhea-AI Filing Summary

Willdan Group executive Micah Chen reported equity compensation activity. On March 16, 2026, Chen acquired 4,158 shares of Willdan Group common stock through the vesting of previously granted performance-based restricted stock units after the company’s compensation committee determined the performance conditions were satisfied.

In connection with this vesting, 1,826 shares were withheld at $78.61 per share to cover tax obligations, a non-market disposition that does not represent an open-market sale. After these transactions, Chen directly owned 49,221 shares of Willdan Group common stock, reflecting a net increase in his equity stake.

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^*

CHEN MICAH

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXECUTIVE VP & GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		A		4,158(1)	A	$0	51,047(2)	D
Common Stock	03/16/2026		F		1,826(3)	D	$78.61	49,221(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. Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on March 17, 2025. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee effective on March 16, 2026, resulting in the immediate vesting of the restricted stock units as to 4,158 shares of Common Stock.

2. Includes (i) 4,500 shares of restricted stock units that vest in three substantially equal installments on each of March 3, 2027, March 3, 2028 and March 3, 2029, (ii) 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, and (iii) 2,800 shares of restricted stock units that vest in two substantially equal installments on each of March 20, 2026 and March 20, 2027, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date.

3. 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 Micah Chen	03/17/2026
	** 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 insider transactions did Willdan Group (WLDN) report for Micah Chen?

Micah Chen received 4,158 Willdan Group shares from vested performance-based restricted stock units and had 1,826 shares withheld for taxes. These actions are compensation-related, not open-market trades, and increased his direct common stock holdings to 49,221 shares.

Were Micah Chen’s Willdan Group (WLDN) transactions open-market buys or sells?

No, the Form 4 shows no open-market buying or selling. Chen’s 4,158 shares were acquired through vesting of performance-based restricted stock units, and 1,826 shares were withheld solely to satisfy tax obligations associated with that vesting.

How many Willdan Group (WLDN) shares does Micah Chen hold after this Form 4?

Following the reported Form 4 transactions, Micah Chen directly owns 49,221 shares of Willdan Group common stock. This reflects the vesting of 4,158 performance-based restricted stock units, offset by 1,826 shares withheld to cover related tax liabilities.

What triggered the vesting of Micah Chen’s performance-based RSUs at Willdan Group (WLDN)?

The vesting occurred after Willdan Group’s compensation committee determined the performance conditions were satisfied effective March 16, 2026. That determination caused 4,158 performance-based restricted stock units granted on March 17, 2025 to immediately vest into common shares.

Does Micah Chen’s tax withholding disposition in Willdan Group (WLDN) indicate a bearish sale?

No, the 1,826-share disposition reflects shares withheld to pay taxes on vested performance-based restricted stock units. Such F-code transactions are mechanical tax-withholding events, not discretionary open-market sales or directional bets on Willdan Group’s share price.