[S-8] Willdan Group, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Willdan Group, Inc. (WLDN) has filed a Form S-8 to register an additional 150,000 shares of common stock for issuance under its Amended and Restated 2008 Performance Incentive Plan. The filing, dated 27 June 2025, brings the total number of S-8 registrations under this plan to ten since 2008, signalling ongoing use of equity-based compensation to recruit and retain employees.

The company is classified as an accelerated filer; no financial statements or earnings data are included, consistent with S-8 requirements. Incorporation-by-reference covers the 2024 Form 10-K, Q1 2025 Form 10-Q, 2025 proxy, and recent 8-K filings. Standard exhibits—legal opinion, auditor consent, and updated plan document—are attached. While the share amount is modest relative to typical daily volume, the issuance could cause slight shareholder dilution once the shares are granted or exercised.

Positive

• Continued alignment of employee interests with shareholders through equity incentives, supporting talent retention and motivation.

Negative

• Potential dilution from issuing 150,000 additional shares, albeit a modest amount.

Insights

Equity Compensation Analyst

TL;DR: Routine S-8 adds 150k incentive shares; minimal dilution, neutral impact.

This filing is a boiler-plate registration of extra shares for Willdan’s long-standing 2008 incentive plan. 150,000 shares is small for an accelerated filer and unlikely to move valuation metrics or ownership structure materially. It does, however, underscore management’s reliance on stock-based compensation, which can be viewed positively for talent retention but negatively by investors sensitive to dilution. No change in corporate strategy, financial outlook, or capital structure is revealed beyond this incremental share reserve.

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As filed with the Securities and Exchange Commission on June 27, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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WILLDAN GROUP, INC.

(Exact name of registrant as specified in its charter)

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Delaware	14-1951112
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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2401 East Katella Avenue, Suite 300

Anaheim, California 92806

(800) 424-9144

(Address of Principal Executive Offices) (Zip Code)

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Willdan Group, Inc.
Amended and Restated 2008 Performance Incentive Plan

(Full title of the plan)

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Creighton K. Early
Chief Financial Officer and Executive Vice President

Willdan Group, Inc.

2401 East Katella Avenue, Suite 300
Anaheim, California 92806

(Name and address of agent for service)

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(800) 424-9144

(Telephone number, including area code, of agent for service)

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Copy to:

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John-Paul Motley

Logan Tiari

Cooley LLP

355 South Grand Avenue, 9^th Floor

Los Angeles, California 90071
Tel: (213) 561-3204

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer	​	☐	​	Accelerated filer	​	☒
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Non-accelerated filer	​	☐	​	Smaller reporting company	​	☐
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​	​	​	​	Emerging growth company	​	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

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EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES

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This Registration Statement is filed by Willdan Group, Inc. (the “Registrant”) to register an additional 150,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), issuable pursuant to the Registrant’s Amended and Restated 2008 Performance Incentive Plan (as amended, the “2008 Plan”).  

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The Registrant previously registered shares of its Common Stock for issuance under the 2008 Plan on Registration Statements on Form S-8 filed with the Commission on August 12, 2008 (File No. 333-152951), August 12, 2010 (File No. 333-168787), November 8, 2012 (File No. 333-184823), August 4, 2016 (File No. 333-212907), June 30, 2017 (File No. 333-219133), June 28, 2019 (File No. 333-232438), June 24, 2022 (File No. 333-265833), June 30, 2023 (File No. 333-273079), and June 28, 2024 (File No. 333-280582) (collectively, the “Registration Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above except as set forth below.

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PART I

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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of the Form S-8 instructions. The documents containing information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2024, filed with the Commission on March 7, 2025 (File No. 001-33076).

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(b) The Registrant’s Definitive Proxy Statement on Schedule 14A with respect to the 2025 Annual Meeting of Stockholders held on June 12, 2025, filed with the Commission on April 18, 2025 (File No. 001-33076), but only to the extent incorporated into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2024.

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(c) The Registrant’s Quarterly Report on Form 10-Q for its fiscal quarter ended April 4, 2025, filed with the Commission on May 9, 2025 (File No. 001-33076).

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(d) The Registrant’s Current Report on Form 8-K, filed with the Commission on June 13, 2025 (File No. 001-33076).

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(e) The description of the Registrant’s Common Stock that is contained in the Registrant’s Registration Statement on Form 8-A, filed on October 11, 2006 (File No. 001-33076) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2024, as amended, including any amendment or report filed for the purpose of updating such description.

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(f) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference

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herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

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ITEM 8. EXHIBITS

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​	​	​	​	Incorporated by Reference
Exhibit Number	​	Description	​	Schedule Form	​	File Number	​	Exhibit	​	Filing Date
4.1	​	First Amended and Restated Certificate of Incorporation of Willdan Group, Inc.	​	S-1	​	333-136444	​	3.1	​	August 9, 2006
4.2	​	Second Amended and Restated Bylaws of Willdan Group, Inc.	​	8-K	​	001-33076	​	3.1	​	July 12, 2023
4.3	​	Description of Willdan Group, Inc.’s Capital Stock.	​	10-K	​	001-33076	​	4.2	​	March 7, 2025
5.1*	​	Opinion of Cooley LLP.	​	​	​	​	​	​	​	​
23.1*	​	Consent of Cooley LLP (included in Exhibit 5.1).	​	​	​	​	​	​	​	​
23.2*	​	Consent of Crowe LLP, independent registered public accounting firm.	​	​	​	​	​	​	​	​
24.1*	​	Power of Attorney (included on the signature page of this Form S-8).	​	​	​	​	​	​	​	​
99.1	​	Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan	​	8-K	​	001-33076	​	10.1	​	June 13, 2025
107*	​	Filing Fee Table	​	​	​	​	​	​	​	​

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* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Anaheim, State of California, on June 27, 2025.

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​	WILLDAN GROUP, INC.
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​	By:	/s/ Creighton K. Early
​	​	Creighton K. Early
​	​	Chief Financial Officer and Executive Vice President

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael A. Bieber and Creighton K. Early, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	​	Title	​	Date
/s/ Michael A. Bieber	​	President, Chief Executive Officer, and Director (Principal Executive Officer) ​	​	June 27, 2025
Michael A. Bieber	​		​		​	​
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/s/ Creighton K. Early	​	Chief Financial Officer and Executive Vice President (Principal Financial Officer and Principal Accounting Officer)	​	June 27, 2025
Creighton K. Early	​		​		​	​
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/s/ Thomas D. Brisbin	​	Chairman of the Board and Director	​	June 27, 2025
Thomas D. Brisbin	​		​		​	​
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/s/ Steven A. Cohen	​	Director	​	June 27, 2025
Steven A. Cohen	​		​		​	​
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/s/ Cynthia A. Downes	​	Director	​	June 27, 2025
Cynthia A. Downes	​		​		​	​
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/s/ Dennis V. McGinn	​	Director	​	June 27, 2025
Dennis V. McGinn	​		​		​	​
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/s/ Wanda K. Reder	​	Director	​	June 27, 2025
Wanda K. Reder	​		​		​	​
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/s/ Mohammad Shahidehpour	​	Director	​	June 27, 2025
Mohammad Shahidehpour	​		​		​	​

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FAQ

Why did Willdan Group (WLDN) file a Form S-8 on 27 June 2025?

To register 150,000 additional shares for issuance under its Amended and Restated 2008 Performance Incentive Plan.

How many total S-8 registrations has Willdan Group made for the 2008 Plan?

This is the tenth S-8 registration for the plan since 2008.

Does the filing affect Willdan Group's financial statements?

No. Form S-8 is a registration statement and does not include new financial results.

Will the 150,000 new shares dilute existing WLDN shareholders?

Yes, but the dilution is expected to be minor given the small number of shares relative to total outstanding.

Which documents are incorporated by reference into this S-8?

Willdan’s 2024 Form 10-K, Q1 2025 Form 10-Q, 2025 proxy statement, and a June 13, 2025 8-K.