Willdan (NASDAQ: WLDN) EVP’s performance-based stock award vests, with shares withheld for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Willdan Group, Inc. Executive VP & General Counsel Micah Chen received 3,780 shares of Common Stock on March 25, 2026 from the vesting of performance-based restricted stock units granted on March 20, 2024, after the compensation committee determined the performance conditions were satisfied.

To cover tax withholding obligations tied to this vesting, 1,660 shares of Common Stock were withheld at $82.80 per share, leaving Chen with 50,050 shares held directly after these transactions. In addition, Chen holds unvested restricted stock units: 4,500 vesting in three installments on March 3 of 2027, 2028 and 2029; 3,080 vesting in two installments on March 17 of 2027 and 2028; and 1,400 vesting on March 20, 2027, subject to continued service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CHEN MICAH

Role EXECUTIVE VP & GENERAL COUNSEL

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,780	$0.00	--
Tax Withholding	Common Stock	1,660	$82.80	$137K

Holdings After Transaction: Common Stock — 51,710 shares (Direct)

Footnotes (1)

Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on March 20, 2024. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee effective on March 25, 2026, resulting in the immediate vesting of the restricted stock units as to 3,780 shares of Common Stock. 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) 3,080 shares of restricted stock units that vest in two substantially equal installments on each of March 17, 2027 and March 17, 2028, and (iii) 1,400 shares of restricted stock units that vest on March 20, 2027, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date. 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).

Form 4 Insider Transactions: What Each Field Means →

03/26/2026 - 06:17 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

CALIFORNIA

92806

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/25/2026		A		3,780⁽¹⁾	A	$0	51,710⁽²⁾	D
Common Stock	03/25/2026		F		1,660⁽³⁾	D	$82.8	50,050⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents performance-based restricted stock units previously granted to the Reporting Person by the Issuer on March 20, 2024. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee effective on March 25, 2026, resulting in the immediate vesting of the restricted stock units as to 3,780 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) 3,080 shares of restricted stock units that vest in two substantially equal installments on each of March 17, 2027 and March 17, 2028, and (iii) 1,400 shares of restricted stock units that vest on 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	03/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Willdan Group (WLDN) report for Micah Chen?

Willdan Group reported that Executive VP & General Counsel Micah Chen received 3,780 shares of Common Stock from vesting performance-based restricted stock units, with 1,660 shares withheld to cover taxes. After these transactions, Chen directly holds 50,050 shares of Willdan Common Stock.

Was the Willdan (WLDN) insider transaction a market purchase or sale?

The transactions were not open-market buys or sells. Chen received 3,780 shares as a performance-based equity award vesting, and 1,660 shares were withheld by the company to satisfy tax obligations related to that vesting, a standard compensation-related mechanism.

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

Following the vesting and related tax withholding, Micah Chen directly holds 50,050 shares of Willdan Common Stock. This total reflects the net result after 3,780 shares vested and 1,660 shares were withheld to satisfy tax withholding obligations on the award.

What performance-based award vested for Micah Chen at Willdan (WLDN)?

A performance-based restricted stock unit award granted on March 20, 2024 vested as to 3,780 shares on March 25, 2026. The company’s compensation committee determined the performance conditions had been satisfied, triggering immediate vesting into Common Stock for Chen.

What future equity vesting does Micah Chen have at Willdan (WLDN)?

Chen holds unvested restricted stock units: 4,500 vesting in three equal installments on March 3, 2027, 2028 and 2029; 3,080 vesting in two equal installments on March 17, 2027 and 2028; and 1,400 vesting on March 20, 2027, contingent on continued service.