BIEBER MICHAEL A 4

What Happened

• Michael A. Bieber, President & CEO and a director of Willdan Group, received 15,750 performance-based restricted stock units (RSUs) that vested on March 25, 2026 (grant value reported at $0.00). To satisfy tax withholding obligations associated with the vesting, 6,444 shares were withheld/disposed at $82.80 per share, representing approximately $533,563. The vesting resulted from the issuer’s Compensation Committee determining performance conditions had been met for the March 20, 2024 award.

Key Details

• Transaction date: March 25, 2026; Form 4 filed March 26, 2026 (timely filing).
• Award: 15,750 performance-based RSUs vested (code A; $0.00 per share reported).
• Withholding/Disposition: 6,444 shares withheld/disposed (code F) at $82.80 per share; total ≈ $533,563 to cover tax obligations.
• Shares owned after the transaction: not specified in the provided excerpt of the filing.
• Notable footnotes:
  • F1: These RSUs were granted on March 20, 2024 and vested after the Compensation Committee certified performance on March 25, 2026.
  • F2: The filing also discloses additional outstanding/time‑based RSUs that remain unvested (18,000; 12,834; 5,834 shares with various vesting dates in 2027–2029).
  • F3: The 6,444-share disposition represents shares withheld to satisfy the tax withholding obligation (cashless withholding), not an open-market sale.

Context

• This was a vesting of previously granted performance RSUs, not a market purchase or voluntary sale by the insider. The withheld shares reflect standard tax withholding practices upon vesting (a routine administrative step), while remaining unvested RSUs continue to follow their scheduled vesting dates.