BIEBER MICHAEL A 4

What Happened
Michael A. Bieber, President, CEO and a director of Willdan Group, exercised 56,676 shares via option/conversion (two exercises: 40,009 @ $16.27 and 16,667 @ $28.19; total exercise cost ≈ $1,120,789) on 2026-05-14, and sold those same 56,676 shares in multiple open-market transactions that day for total proceeds of ≈ $5,190,212. The filing shows the exercised derivative positions were disposed the same day, indicating an immediate sale (cashless/close-out).

Key Details

• Transaction date: 2026-05-14; Form 4 filed 2026-05-15 (timely).
• Option exercises (code M): 40,009 shares at $16.27 (≈ $650,946) and 16,667 shares at $28.19 (≈ $469,843).
• Open-market sales (code S), all on 2026-05-14:
  • 25,429 shares at weighted avg $90.88 (prices ranged $90.50–$91.46) — proceeds ≈ $2,310,988.
  • 23,015 shares at weighted avg $91.95 (range $91.50–$92.49) — proceeds ≈ $2,116,229.
  • 7,956 shares at weighted avg $92.65 (range $92.50–$93.41) — proceeds ≈ $737,123.
  • 276 shares at weighted avg $93.74 (range $93.62–$93.99) — proceeds ≈ $25,872.
• Net effect on holdings: exercised 56,676 shares and sold 56,676 shares the same day — no net increase in share count from these transactions.
• Notable footnotes: F1 lists unvested RSUs included in reported ownership (18,000; 12,834; 5,834 with staggered vesting through 2029). F6/F7 note the exercised options were granted under the company’s 2008 incentive plan and had previously vested. Pricing footnotes (F2–F5) provide per-trade price ranges for the weighted averages reported.
• Filing timeliness: appears timely (filed next day).

Context

• These entries show an exercise of options followed by immediate sale of the exercised shares (a common "cashless" or sell-to-cover pattern). Purchases (option exercise) and simultaneous sales mean this activity does not necessarily signal an increase in insider ownership.
• All items are factual disclosures of the transactions; they do not state the insider’s motives.