Willdan (WLDN) director discloses sale of 7,405 shares; restricted shares vest in 2026

Rhea-AI Filing Summary

Thomas D. Brisbin, a director of Willdan Group, Inc. (WLDN), reported selling 7,405 shares of the company's common stock on 08/20/2025 at a weighted average price of $104.19 per share. After the sale, the reporting person beneficially owns 313,291 shares, which include restricted stock awards totaling 8,739 shares that vest on specified dates in 2026 subject to continued service. The filing notes the sale occurred in multiple transactions with prices ranging from $104.00 to $104.51 and the filer can provide a breakdown on request.

Positive

• Retains substantial ownership after the sale: 313,291 shares remain beneficially owned.
• Ongoing alignment via restricted stock: 8,739 restricted shares vesting in 2026 tie the director to future company performance.

Negative

• Insider sale of 7,405 shares on 08/20/2025, which reduces the director's immediate stake.
• Sale executed in multiple transactions, requiring further breakdown to know exact quantities sold at each price.

Insights

Securities Analyst

TL;DR: Routine director sale of a small percentage of holdings; ownership remains substantial with restricted shares subject to vesting.

The reported disposition of 7,405 shares represents a modest reduction versus a post-transaction holding of 313,291 shares, implying the director retains a material equity position. The filing clarifies the sale prices were between $104.00 and $104.51 and provides the weighted average of $104.19, which is useful for tracking realized proceeds. Inclusion of specific restricted stock tranches and vesting dates is important for understanding near-term potential dilution or insider retention incentives. No derivative transactions or purchases were disclosed.

Corporate Governance Expert

TL;DR: Insider disclosed a routine sale; continued significant ownership and vesting schedule indicate ongoing alignment with shareholders.

The Form 4 shows a sale coded "S" with full procedural disclosures, including weighted-average pricing and an offer to provide granular sale details. The existence of restricted stock awards vesting in March and June 2026 suggests the director remains economically tied to the company through equity compensation. The filing contains no indication of unusual trading patterns, option exercises, or transfers to related parties. From a governance perspective, the disclosure meets Section 16 transparency expectations.

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)
08/20/2025

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	08/20/2025		S		7,405	D	$104.19(1)	313,291(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. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $104.00 to $104.51, 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. 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.

	/s/ Creighton K. Early, Attorney-in-Fact for Thomas D. Brisbin	08/21/2025
	** 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 Willdan Group director Thomas D. Brisbin report on Form 4 (WLDN)?

He reported selling 7,405 shares of common stock on 08/20/2025 at a weighted average price of $104.19, retaining 313,291 shares.

How many restricted shares does Thomas D. Brisbin hold and when do they vest?

He holds 8,739 restricted shares: 5,834 vest on 03/07/2026, 1,781 vest on 06/11/2026, and 1,124 vest on 06/12/2026, subject to continued service.

At what prices were the sold WLDN shares executed?

Prices ranged from $104.00 to $104.51; the filing reports a weighted average sale price of $104.19 and offers to provide per-transaction details on request.

Did the Form 4 report any derivative transactions or acquisitions?

No. Table II for derivative securities is empty; only a non-derivative sale of common stock is reported.

Who signed the Form 4 for Thomas D. Brisbin?

Creighton K. Early, Attorney-in-Fact, signed the filing on 08/21/2025.