Director Brisbin Thomas Donald was granted 21,461 shares, exercised 5,082 shares at a strike of $16.27 and sold $14,268,935 worth of shares (130,082 units at $109.69), decreasing direct ownership by 24% to 320,696 units (SEC Form 4)
$WLDN
Military/Government/Technical
Consumer Discretionary
| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Willdan Group, Inc. [ WLDN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
| 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 | 21,461(1) | A | $0 | 445,696(2) | D | |||
| Common Stock | 08/18/2025 | M | 5,082 | A | $16.27 | 450,778(2) | D | |||
| Common Stock | 08/18/2025 | S | 4,782 | D | $112.3(3) | 445,996(2) | D | |||
| Common Stock | 08/18/2025 | S | 300 | D | $113.01(4) | 445,696(2) | D | |||
| Common Stock | 08/18/2025 | S | 33,233 | D | $108.63(5) | 412,463(2) | D | |||
| Common Stock | 08/18/2025 | S | 58,303 | D | $109.51(6) | 354,160(2) | D | |||
| Common Stock | 08/18/2025 | S | 26,258 | D | $110.51(7) | 327,902(2) | D | |||
| Common Stock | 08/18/2025 | S | 7,206 | D | $111.21(8) | 320,696(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 | ||||||||
| Stock Options (Right to Buy) | $16.27 | 08/18/2025 | M | 5,082 | 11/03/2017(9) | 11/03/2026 | Common Stock | 5,082 | $0 | 94,918 | D | ||||
| 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 21,461 shares of Common Stock. |
| 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. |
| 3. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $112.00 to $112.73, 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 (3), footnote (4), footnote (5), footnote (6), footnote (7) and footnote (8). |
| 4. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at $113.01. |
| 5. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $108.00 to $108.99, inclusive. |
| 6. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $109.00 to $109.99, inclusive. |
| 7. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $110.00 to $110.99, inclusive. |
| 8. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $111.00 to $111.44, inclusive. |
| 9. 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 | 08/20/2025 | |
| ** 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. | ||