WLDN / Willdan Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Willdan Group, Inc.
US ˙ NasdaqGM ˙ US96924N1000

Mga Batayang Estadistika
LEI 529900YQO0LF5VAEKN05
CIK 1370450
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Willdan Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 4, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076 WILLD

August 7, 2025 EX-99.1

Willdan Group Reports Second Quarter Results

Exhibit 99.1 Willdan Group Reports Second Quarter Results ANAHEIM, Calif. –August 7, 2025 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today announced its financial results for the second quarter ended July 4, 2025. Second Quarter 2025 Highlightsa ● Contract revenue of $173.5 million, up 23.0%. ● Net revenueb of $95.0 million, up 31.1%. ● Net income of $15.4 million, up 236.0%. ● Adjusted EBIT

August 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 WILLDAN GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 WILLDAN GROUP, INC.

June 27, 2025 S-8

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

As filed with the Securities and Exchange Commission on June 27, 2025 Registration No.

June 27, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Willdan Group, Inc.

June 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 WILLDAN GROUP, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 WILLDAN GROUP, INC.

June 13, 2025 EX-10.1

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

Exhibit 10.1 WILLDAN GROUP, INC. AMENDED AND RESTATED 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan (this “Plan”) of Willdan Group, Inc., a Delaware corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through

May 9, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 4, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076 WILL

May 9, 2025 EX-10.1

Amended and Restated Credit Agreement, dated as of May 5, 2025, by and among Willdan Group, Inc., as Borrower, the Guarantors (as defined therein), the Lenders (as defined therein), BMO Bank N.A., as Joint Lead Arranger, Joint Book Runner and Administrative Agent, Bank of America, N.A. as Joint Book Runner and Syndication Agent and J.P. Morgan, N.A., as Joint Lead Arranger, Joint Book Runner and Syndication Agent.

Exhibit 10.1 Execution Version Amended and Restated Credit Agreement Dated as of May 5, 2025, among Willdan Group, Inc., as the Borrower, The Guarantors from time to time party hereto, the Lenders from time to time party hereto, and BMO Bank N.A., as Administrative Agent BMO Capital Markets Corp., as Joint Lead Arranger and Joint Book Runner Bank of America, N.A., as Joint Lead Arranger, Joint Boo

May 9, 2025 EX-2.1

Stock Purchase Agreement, dated as of March 3, 2025, by and among Willdan Group, Inc., Willdan Energy Solutions, Inc. and each of the stockholders of APG.

Exhibit 2.1 EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION MARKED BY [REDACTED] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE COMPANY CUSTOMARILY TREATS AS PRIVATE OR CONFIDENTIAL. STOCK PURCHASE AGREEMENT among WILLDAN ENERGY SOLUTIONS and WILLDAN GROUP, INC. and [REDACTED], [REDACTED], [REDACTED] and [REDACTED] Dated as of

May 8, 2025 EX-99.1

Willdan Group Reports First Quarter Results

Exhibit 99.1 Willdan Group Reports First Quarter Results ANAHEIM, Calif. –May 8, 2025 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today announced its financial results for the first quarter ended April 4, 2025. First Quarter 2025 Highlightsa ● Contract revenue of $152.4 million, up 24.4%. ● Net revenueb of $85.3 million, up 23.8%. ● Net income of $4.7 million, up 59.3%. ● Adjusted EBITDAb of

May 8, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 WILLDAN GROUP, INC.

April 18, 2025 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ◻ Defin

April 18, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 7, 2025 EX-19.1

Insider Trading Policy.

EXHIBT 19.1 WILLDAN GROUP, INC. INSIDER TRADING POLICY 2019 I.PURPOSE Federal and state securities laws prohibit any member of the Board of Directors (the “Board”) of Willdan Group, Inc. and its subsidiaries (collectively, the “Company”), their officers and employees and certain “outsiders” of the Company (a) from purchasing or selling Company securities on the basis of Material Nonpublic Informat

March 7, 2025 EX-21.1

Subsidiaries of Willdan Group, Inc.

Exhibit 21.1 WILLDAN GROUP, INC. LIST OF SUBSIDIARIES AS OF DECEMBER 27, 2024 Name of Entity Jurisdiction of Organization 1. Willdan Electrical of NY, Inc. New York 2. Willdan Engineering California 3. Willdan Energy Solutions California 4. Willdan Financial Services California 5. Willdan Lighting & Electric, Inc. Delaware 6. Electrotec of NY Electrical Inc. New York 7. Public Agency Resources Cal

March 7, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents “C/l UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 7, 2025 EX-4.2

Description of Willdan Group, Inc.’s Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK References to the “Company,” “Willdan,” “we,” “us” and “our” in this section refer to Willdan Group, Inc. The following description of our capital stock and provisions of our certificate of incorporation and bylaws are summaries only. For more detailed information, please see our restated certificate of incorporation, or Certificate of Incorporation and sec

March 6, 2025 EX-99.1

Willdan Group Reports Fourth Quarter and Full Year 2024 Results and Provides 2025 Outlook

Exhibit 99.1 Willdan Group Reports Fourth Quarter and Full Year 2024 Results and Provides 2025 Outlook ANAHEIM, Calif. –March 6, 2025 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today announced its financial results for the fourth quarter and fiscal year ended December 27, 2024 and outlook for 2025. Fiscal Year 2024 Highlights* ● Contract revenue of $565.8 million, up 10.9%. ● Net revenue** o

March 6, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 WILLDAN GROUP, INC.

November 18, 2024 EX-10.2

Employment Agreement, by and between Willdan Group, Inc. and Creighton K. Early, dated November 13, 2024.

Exhibit 10.2 WILLDAN GROUP, INC. THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this November 13, 2024 (the “Effective Date”), by and between Willdan Group, Inc., a Delaware corporation (“Company”), and Creighton K. Early (“you”). This Agreement shall govern the employment relationship between you and the Company from and after the Effective Date. 1.Employment by the Company

November 18, 2024 EX-10.1

Employment Agreement, by and between Willdan Group, Inc. and Michael Bieber, dated November 13, 2024.

Exhibit 10.1 WILLDAN GROUP, INC. THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this November 13, 2024 (the “Effective Date”), by and between Willdan Group, Inc., a Delaware corporation (“Company”), and Michael A. Bieber (“you”). This Agreement shall govern the employment relationship between you and the Company from and after the Effective Date. 1.Employment by the Company.

November 18, 2024 EX-10.3

Employment Agreement, by and between Willdan Group, Inc. and Micah Chen, dated November 13, 2024.

Exhibit 10.3 WILLDAN GROUP, INC. THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this November 13, 2024 (the “Effective Date”), by and between Willdan Group, Inc., a Delaware corporation (“Company”), and Micah H. Chen (“you”). This Agreement shall govern the employment relationship between you and the Company from and after the Effective Date. 1.Employment by the Company. You

November 18, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 WILLDAN GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 WILLDAN GROUP, INC.

November 7, 2024 SC 13G/A

WLDN / Willdan Group, Inc. / Forager Fund, L.P. - FORM SC 13GA Passive Investment

SC 13G/A 1 fcmlsc13ga.htm FORM SC 13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* WILLDAN GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 96924N100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check t

November 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076

October 31, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 WILLDAN GROUP, INC.

October 31, 2024 EX-99.1

Willdan Group Reports Third Quarter 2024 Results

Exhibit 99.1 Willdan Group Reports Third Quarter 2024 Results ANAHEIM, Calif. –October 31, 2024 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today reported financial results for its third quarter ended September 27, 2024. Third Quarter 2024 Highlights* ● Contract revenue of $158.3 million, up 19.2%. ● Net revenue** of $75.7 million, up 15.9%. ● Net income of $7.3 million, up from net income of

October 3, 2024 SC 13G/A

WLDN / Willdan Group, Inc. / Amundi - FORM 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 3)* Name of issuer: Willdan Group, Inc. Title of Class of Securities: Shares CUSIP Number: 96924N100 Date of Event Which Requires Filing of this Statement: Se

August 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076 WILL

August 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 WILLDAN GROUP, INC.

August 1, 2024 EX-99.1

Willdan Group Reports Second Quarter 2024 Results

Exhibit 99.1 Willdan Group Reports Second Quarter 2024 Results ANAHEIM, Calif. –August 1, 2024 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today reported financial results for its second quarter ended June 28, 2024. Second Quarter 2024 Highlights* ● Contract revenue of $141.0 million, up 18.4%. ● Net revenue** of $72.5 million, up 17.0%. ● Net income of $4.6 million, up from net income of $0.

July 15, 2024 SC 13G

WLDN / Willdan Group, Inc. / Forager Fund, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WILLDAN GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 96924N100 (CUSIP Number) July 15, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

July 11, 2024 SC 13D/A

WLDN / Willdan Group, Inc. / Forager Fund, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* WILLDAN GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 96924N100 (CUSIP Number) Robert MacArthurc/o Forager Fund, L.P. 2025 3rd Avenue North, Suite 350 Birmingham, AL 35203(205) 383-4763 (Name, Address

June 28, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Willdan Group, Inc.

June 28, 2024 S-8

As filed with the Securities and Exchange Commission on June 28, 2024

As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

June 14, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 WILLDAN GROUP, INC.

June 14, 2024 EX-10.1

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

Exhibit 10.1 WILLDAN GROUP, INC. AMENDED AND RESTATED 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan (this “Plan”) of Willdan Group, Inc., a Delaware corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through

May 3, 2024 SC 13D/A

WLDN / Willdan Group, Inc. / Forager Fund, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 dlasc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* WILLDAN GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 96924N100 (CUSIP Number) Robert MacArthur c/o Forager Fund, L.P. 2025 3rd Avenue North, Suite 350 Birmingham, AL

May 3, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076 WIL

May 2, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 WILLDAN GROUP, INC.

May 2, 2024 EX-99.1

Willdan Group Reports First Quarter Results

Exhibit 99.1 Willdan Group Reports First Quarter Results ANAHEIM, Calif. –May 2, 2024 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today reported financial results for its first quarter ended March 29, 2024. “We had an excellent first quarter,” said Mike Bieber, Willdan’s President and Chief Executive Officer. “Revenue, profitability, earnings, and cash flow were above expectations. We saw str

April 19, 2024 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ◻ Defin

April 19, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 15, 2024 CORRESP

WILLDAN GROUP, INC. 2401 East Katella Avenue, Suite 300 Anaheim, California 92806

WILLDAN GROUP, INC. 2401 East Katella Avenue, Suite 300 Anaheim, California 92806 March 15, 2024 Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Willdan Group, Inc. Registration Statement on Form S-3 File No. 333-277798 Ladies and Gentlemen: Willdan Group, Inc. (the “Registrant”) hereby reques

March 8, 2024 S-3

As filed with the Securities and Exchange Commission on March 8, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 8, 2024 Registration No.

March 8, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Willdan Group, Inc.

March 8, 2024 EX-4.2

Description of Willdan Group, Inc.’s Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK References to the “Company,” “Willdan,” “we,” “us” and “our” in this section refer to Willdan Group, Inc. The following description of our capital stock and provisions of our certificate of incorporation and bylaws are summaries only. For more detailed information, please see our restated certificate of incorporation, or Certificate of Incorporation and sec

March 8, 2024 EX-97

Policy Relating to Recovery of Erroneously Awarded Compensation.

Exhibit 97 Willdan Group, Inc. Incentive Compensation Recoupment Policy 1.Introduction The Board of Directors (the “Board”) of Willdan Group, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Inc

March 8, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents “C/l UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 8, 2024 EX-10.19

Form of Time Based Restricted Stock Unit Award Agreement.

Exhibit 10.19 Form of Notice of Restricted Stock Unit Grant and Terms and Conditions of Restricted Stock Unit Award Notice of Restricted Stock Unit Grant Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan Name of Grantee:%%FIRSTNAMEMIDDLENAMELASTNAME%-% Number of Restricted Stock Units: %%TOTALSHARESGRANTED,’999,999,999.99’%-% Number of Restricted Stock Units (the “Restricted

March 8, 2024 EX-10.18

Form of Performance Based Restricted Stock Unit Award Agreement.

Exhibit 10.18 Form of Notice of Performance-Based Restricted Stock Unit Grant and Terms and Conditions of Performance-Based Restricted Stock Unit Award Notice of Performance-Based Restricted Stock Unit Grant Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan Name of Grantee:%%FIRSTNAMEMIDDLENAMELASTNAME%-% Target Number of Performance -Based Restricted Stock Units: %%TOTALSHA

March 8, 2024 EX-21.1

Subsidiaries of Willdan Group, Inc.

Exhibit 21.1 WILLDAN GROUP, INC. LIST OF SUBSIDIARIES AS OF DECEMBER 29, 2023 Name of Entity Jurisdiction of Organization 1. Willdan Electrical of NY, Inc. New York 2. Willdan Engineering California 3. Willdan Energy Solutions California 4. Willdan Financial Services California 5. Willdan Lighting & Electric, Inc. Delaware 6. Electrotec of NY Electrical Inc. New York 7. Public Agency Resources Cal

March 8, 2024 EX-4.3

Form of Indenture.

Exhibit 4.3 WILLDAN GROUP, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities Table Of Contents Page article 1     DEFINITIONS 1 Section 1.01 Definitions of Terms 1 article 2      ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 S

March 7, 2024 EX-99.1

Willdan Announces Retirement of Board Member Keith W. Renken

Exhibit 99.1 Willdan Announces Retirement of Board Member Keith W. Renken ANAHEIM, Calif.—(BUSINESS WIRE)—Willdan Group, Inc. (NASDAQ: WLDN) announced today that Keith Renken has retired from his position as a member of the Board of Directors of Willdan effective March 5, 2024, and has reduced its number of directors to seven. Keith has been a member of the Willdan Board of Directors since the com

March 7, 2024 EX-99.1

Willdan Group Reports Fourth Quarter/Full Year 2023 Results and Provides 2024 Outlook

Exhibit 99.1 Willdan Group Reports Fourth Quarter/Full Year 2023 Results and Provides 2024 Outlook ANAHEIM, Calif. –March 7, 2024 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today reported financial results for its fourth quarter and fiscal year ended December 29, 2023 and outlook for 2024. “We had an exceptional fourth quarter,” said Mike Bieber, Willdan’s President and Chief Executive Offic

March 7, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 WILLDAN GROUP, INC.

March 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 WILLDAN GROUP, INC.

February 29, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 WILLDAN GROUP, INC.

February 29, 2024 EX-10.1

Consulting Agreement, dated as of February 28, 2024, between Willdan Group, Inc. and Thomas D. Brisbin (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on February 29, 2024).

Exhibit 10.1 CONSULTING AGREEMENT THIS AGREEMENT, made and entered into this 28th day of February, 2024 by and between Willdan Group Inc., a Delaware corporation, (“Willdan”) and Tom Brisbin, an individual (hereinafter “Consultant”) whose address is 604 C. Hoare, San Juan, Puerto Rico 00907. R E C I T A L S Willdan desires to employ Consultant and Consultant desires to furnish professional service

February 14, 2024 SC 13G/A

WLDN / Willdan Group, Inc. / Amundi - SCHEDULE 13G Passive Investment

SC 13G/A 1 willdangroup12312023.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 2 )* Name of issuer: Willdan Group, Inc. Title of Class of Securities: Shares CUSIP Number: 96924N100 Date of

December 12, 2023 EX-99.1

Willdan Announces CEO Succession

Exhibit 99.1 Willdan Announces CEO Succession ANAHEIM, Calif.—(BUSINESS WIRE)—Willdan Group, Inc. (NASDAQ: WLDN) today announced that on December 8, 2023, Tom Brisbin, Willdan’s CEO, notified the Board of Directors (the “Board”) of his intention to retire from his position as CEO of the company effective December 29, 2023. Tom will retain his role as Chairman of the Board and will act as the compa

December 12, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 WILLDAN GROUP, INC.

November 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076

November 2, 2023 EX-99.1

Willdan Group Reports Third Quarter 2023 Results

Exhibit 99.1 Willdan Group Reports Third Quarter 2023 Results ANAHEIM, Calif. –November 2, 2023 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today reported financial results for its third quarter ended September 29, 2023. “We delivered another quarter of strong results in revenue, profit, and cash,” said Tom Brisbin, Willdan’s Chairman and Chief Executive Officer. “Our strategy to provide affo

November 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 WILLDAN GROUP, INC.

October 5, 2023 EX-10.2

The Security Agreement, dated as of September 29, 2023, by and among Willdan Group, Inc., as Borrower, the Debtors (as defined therein), and BMO Bank N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on October 5, 2023).

Exhibit 10.2 Execution Version Security Agreement This Security Agreement (the “Agreement”) is dated as of September 29, 2023, by and among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the other parties executing this Agreement under the heading “Debtors” (the Borrower and such other parties, along with any parties who execute and deliver to the Agent referred to herein an agreeme

October 5, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 WILLDAN GROUP, INC.

October 5, 2023 EX-99.1

Willdan Group Completes Refinancing

Exhibit 99.1 Willdan Group Completes Refinancing ANAHEIM, Calif.—(BUSINESS WIRE)—Willdan Group, Inc. (NASDAQ: WLDN) today announced that on September 29, 2023, the Company completed the refinancing of its credit facilities and entered into a new three-year credit agreement (the “Credit Agreement”) with a syndicate of financial institutions as lenders and BMO Bank, N.A. (“BMO”) as administrative ag

October 5, 2023 EX-10.1

The Credit Agreement, dated as of September 29, 2023, by and among Willdan Group, Inc., as Borrower, the Guarantors (as defined therein), the Lenders (as defined therein), BMO Bank N.A., as Joint Lead Arranger and Administrative Agent and J.P. Morgan, as Joint Lead Arranger (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on October 5, 2023).

EX-10.1 2 wldn-20230929xex10d1.htm EX-10.1 Exhibit 10.1 Execution Version Credit Agreement Dated as of September 29, 2023, among Willdan Group, Inc., as the Borrower, The Guarantors from time to time party hereto, the Lenders from time to time party hereto, and BMO Bank N.A., as Administrative Agent BMO Capital Markets Corp., as Joint Lead Arranger and Joint Book Runner JPMorgan Chase Bank, N.A.,

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076 WILL

August 3, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 WILLDAN GROUP, INC.

August 3, 2023 EX-99.1

Willdan Group Reports Second Quarter 2023 Results

Exhibit 99.1 Willdan Group Reports Second Quarter 2023 Results ANAHEIM, Calif. –August 3, 2023 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today reported financial results for its second quarter ended June 30, 2023. “Our second-quarter performance was strong, continuing the momentum that we started last year”, said Tom Brisbin, Willdan’s Chairman and Chief Executive Officer. “This strength ca

July 12, 2023 EX-3.1

Second Amended and Restated Bylaws of Willdan Group, Inc. (incorporated by reference to Exhibit 3.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on July 12, 2023).

Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF WILLDAN GROUP, INC. A DELAWARE CORPORATION (Effective July 7, 2023) I. OFFICES 1.01Registered Office. The registered office of Willdan Group, Inc. (the “Company”) shall be as set forth in the Company’s First Amended and Restated Certificate of Incorporation (as may be amended, restated, modified or supplemented form time to time, the “Certificate”)

July 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 WILLDAN GROUP, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 WILLDAN GROUP, INC.

June 30, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Willdan Group, Inc.

June 30, 2023 S-8

As filed with the Securities and Exchange Commission on June 30, 2023

As filed with the Securities and Exchange Commission on June 30, 2023 Registration No.

June 9, 2023 EX-10.2

Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan

Exhibit 10.2 WILLDAN GROUP, INC. AMENDED AND RESTATED 2006 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. The purpose of this Willdan Group, Inc. Amended and Restated 2006 Employee Stock Purchase Plan (the “Plan”) is to encourage stock ownership by eligible employees of Willdan Group, Inc. (the “Company”) and its Participating Subsidiaries, and to provide them with an incentive to contribute to the prof

June 9, 2023 EX-10.1

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

Exhibit 10.1 WILLDAN GROUP, INC. AMENDED AND RESTATED 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan (this “Plan”) of Willdan Group, Inc., a Delaware corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through

June 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 WILLDAN GROUP, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 WILLDAN GROUP, INC.

June 6, 2023 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this statement on Schedule 13D (“Statement”) is being jointly filed, and any amendments thereto will be jointly filed, by Forager Fund, L.P., as the main and designated filer, on behalf of each of the persons and entities named

June 6, 2023 SC 13D

WLDN / Willdan Group Inc / Forager Fund, L.P. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 WILLDAN GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 96924N100 (CUSIP Number) Robert MacArthur c/o Forager Fund, L.P. 2025 3rd Avenue North, Suite 350 Birmingham, AL 35203 (205) 383-4763 With a copy to: Julian J. Seigu

May 5, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076 WIL

May 4, 2023 EX-99.1

Willdan Group Reports First Quarter Results

Exhibit 99.1 Willdan Group Reports First Quarter Results ANAHEIM, Calif. –May 4, 2023 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today reported financial results for its first quarter ended March 31, 2023. “Last quarter was the strongest first quarter in the Company’s history” said Tom Brisbin, Willdan’s Chairman and Chief Executive Officer. “Consolidated contract revenue grew 11.7% and net

May 4, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 WILLDAN GROUP, INC.

April 21, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

April 21, 2023 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ◻ Defin

March 10, 2023 EX-4.2

Description of Willdan Group, Inc.’s Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Willdan Group, Inc., a Delaware corporation (the “Company”) and provisions of the Company’s certificate of incorporation and bylaws are summaries only. For more detailed information, please see the Company’s certificate of incorporation and bylaws, which are filed as exhibits to reports the Company files wit

March 10, 2023 EX-21.1

Subsidiaries of Willdan Group, Inc.

Exhibit 21.1 WILLDAN GROUP, INC. LIST OF SUBSIDIARIES AS OF DECEMBER 30, 2022 Name of Entity Jurisdiction of Organization 1. Willdan Engineering California 2. Willdan Energy Solutions California 3. Willdan Engineers and Constructors California 4. Willdan Financial Services California 5. Willdan Infrastructure California 6. Willdan Lighting & Electric, Inc. Delaware 7. Willdan Lighting & Electric o

March 10, 2023 EX-10.15

Form of Performance Based Restricted Stock Unit Award Agreement (pre-2024) (incorporated by reference to Exhibit 10.15 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 10, 2023).

Exhibit 10.15 Notice of Performance-Based Restricted Stock Unit Grant Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan Name of Grantee:[●] Target Number of Performance -Based Restricted Stock Units: [●] Target number of Performance-Based Restricted Stock Units (the “Performance-Based Restricted Stock Units”) Date of Grant:[●] Vesting: In general, and with limited exceptions

March 10, 2023 EX-10.16

Form of Restricted Stock Award Agreement (pre-2024) (incorporated by reference to Exhibit 10.16 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 10, 2023).

Exhibit 10.16 WILLDAN GROUP, INC. 2008 PERFORMANCE INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT THIS EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is dated as of [●] (the “Award Date”) by and between Willdan Group, Inc., a Delaware corporation (the “Corporation”), and [●]. W I T N E S S E T H WHEREAS, pursuant to the Willdan Group, Inc. Amended and Restated 2008 Pe

March 10, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents “C/l UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 9, 2023 EX-99.1

Willdan Group Reports Fourth Quarter/Full Year 2022 Results and Provides 2023 Outlook

Exhibit 99.1 Willdan Group Reports Fourth Quarter/Full Year 2022 Results and Provides 2023 Outlook ANAHEIM, Calif. –March 9, 2023 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today reported financial results for its fourth quarter and fiscal year ended December 30, 2022 and outlook for 2023. “In the fourth quarter, we achieved organic revenue growth of over 20% over the prior year,” said Tom B

March 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 WILLDAN GROUP, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 WILLDAN GROUP, INC.

February 15, 2023 SC 13G/A

WLDN / Willdan Group, Inc. / Forager Fund, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* WILLDAN GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 96924N100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 10, 2023 SC 13G/A

WLDN / Willdan Group, Inc. / Amundi - SCHEDULE 13G Passive Investment

SC 13G/A 1 willdangroupinc12312022.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Name of issuer: Willdan Group, Inc. Title of Class of Securities: Shares CUSIP Number: 96924N100 Date

January 24, 2023 EX-10.1

Separation Agreement, dated January 19, 2023, between Willdan Group, Inc. and Paul Whitelaw (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on January 24, 2023).

Exhibit 10.1 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and General Release (this “Separation Agreement”) is made and entered into as of January 19, 2023 (date of last signature) by and between Willdan Group, Inc., including its parents, affiliates and subsidiaries (the “Company”) and Paul Whitelaw (“Whitelaw”). The Company and Whitelaw are each a

January 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 WILLDAN GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 WILLDAN GROUP, INC.

November 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076

November 4, 2022 EX-10.1

Seventh Amendment to Amended and Restated Credit Agreement, dated as of November 1, 2022, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Quarterly Report on Form 10-Q filed on November 4, 2022)

EXECUTION VERSION ? Exhibit 10.1 ? Seventh Amendment to Amended and Restated Credit Agreement This Seventh Amendment to Amended and Restated Credit Agreement (herein, the ?Amendment?) is entered into as of November 1, 2022 (the ?Seventh Amendment Effective Date?), among Willdan Group, Inc., a Delaware corporation (the ?Borrower?), the Guarantors signatory hereto, the Lenders signatory hereto and B

November 3, 2022 EX-99.1

Willdan Group Reports Third Quarter 2022 Results

Exhibit 99.1 ? ? Willdan Group Reports Third Quarter 2022 Results ? ? ANAHEIM, Calif. ?November 3, 2022 ? Willdan Group, Inc. (?Willdan?) (Nasdaq: WLDN), a provider of professional, technical and consulting services, today reported financial results for its third quarter ended September 30, 2022. ? Third Quarter 2022 Summary ? ? Consolidated contract revenue of $121.4 million ? Net revenue* of $58

November 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 WILLDAN GROUP, INC.

August 11, 2022 SC 13G

WLDN / Willdan Group, Inc. / Amundi - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Name of issuer: Willdan Group, Inc. Title of Class of Securities: Shares CUSIP Number: 96924N100 Date of Event Which Requires Filing of this Statement: Jul

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 5, 2022 EX-10.1

Sixth Amendment to Amended and Restated Credit Agreement, dated as of August 2, 2022, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Quarterly Report on Form 10-Q filed on August 5, 2022)

EXECUTION VERSION Exhibit 10.1 Sixth Amendment to Amended and Restated Credit Agreement This Sixth Amendment to Amended and Restated Credit Agreement (herein, the ?Amendment?) is entered into as of August 2, 2022 (the ?Sixth Amendment Effective Date?), among Willdan Group, Inc., a Delaware corporation (the ?Borrower?), the Guarantors signatory hereto, the Lenders signatory hereto and BMO Harris Ba

August 4, 2022 EX-99.1

Willdan Group Reports Second Quarter 2022 Results

Exhibit 99.1 ? ? Willdan Group Reports Second Quarter 2022 Results ? ? ANAHEIM, Calif. ?August 4, 2022 ? Willdan Group, Inc. (?Willdan?) (Nasdaq: WLDN), a provider of professional, technical and consulting services, today reported financial results for its second quarter ended July 1, 2022. ? Second Quarter 2022 Summary ? ? Consolidated contract revenue of $102.6 million ? Net revenue* of $52.9 mi

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 4, 2022 WILLDAN GROUP, INC.

June 24, 2022 S-8

As filed with the Securities and Exchange Commission on June 24, 2022

? As filed with the Securities and Exchange Commission on June 24, 2022 Registration No.

June 24, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Willdan Group, Inc.

June 10, 2022 EX-10.1

Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on June 10, 2022)

EXHIBIT 10.1 ? WILLDAN GROUP, INC. AMENDED AND RESTATED 2008 PERFORMANCE INCENTIVE PLAN ? 1. PURPOSE OF PLAN ? The purpose of this Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan (this ?Plan?) of Willdan Group, Inc., a Delaware corporation (the ?Corporation?), is to promote the success of the Corporation and to increase stockholder value by providing an additional means th

June 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 WILLDAN GROUP, INC.

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 5, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 5, 2022 WILLDAN GROUP, INC.

May 5, 2022 EX-99.1

Willdan Group Reports First Quarter 2022 Results

Exhibit 99.1 ? ? Willdan Group Reports First Quarter 2022 Results ? ? ANAHEIM, Calif. ?May 5, 2022 ? Willdan Group, Inc. (?Willdan?) (Nasdaq: WLDN), a provider of professional, technical and consulting services, today reported financial results for its first quarter ended April 1, 2022. ? First Quarter 2022 Summary ? ? Consolidated contract revenue of $91.8 million ? Net revenue* of $50.2 million

April 25, 2022 DEFA14A

UNITED STATES

DEFA14A 1 tmb-20220422xdefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only

April 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 WILLDAN GROUP, INC.

April 25, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tmb-20220609xdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of th

March 25, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents ?C/l ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 11, 2022 EX-21.1

Subsidiaries of Willdan Group, Inc.

Exhibit 21.1 WILLDAN GROUP, INC. LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2021 ? ? ? ? ? ? ? ? ? ? Name of Entity ? Jurisdiction of Organization ? 1. ? Willdan Engineering ? California ? 2. ? Willdan Energy Solutions ? California ? 3. ? Willdan Engineers and Constructors ? California ? 4. ? Willdan Financial Services ? California ? 5. ? Willdan Infrastructure ? California ? 6. ? Willdan Lighting &

March 11, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ?C/l ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 11, 2022 EX-10.6

Fifth Amendment to Amended and Restated Credit Agreement, dated as of March 8, 2022, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.6 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 11, 2022)

? Exhibit 10.6 Execution Version FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fifth Amendment to Amended and Restated Credit Agreement (herein, the ?Amendment?) is entered into as of March 8, 2022 (the ?Fifth Amendment Effective Date?), among Willdan Group, Inc., a Delaware corporation (the ?Borrower?), the Guarantors signatory hereto, the Lenders signatory hereto and BMO Harris B

March 11, 2022 EX-4.2

Description of Willdan Group, Inc.’s Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Willdan Group, Inc., a Delaware corporation (the ?Company?) and provisions of the Company?s certificate of incorporation and bylaws are summaries only. For more detailed information, please see the Company?s certificate of incorporation and bylaws, which are filed as exhibits to reports the Company files wit

March 10, 2022 EX-99.1

Willdan Group Reports Fourth Quarter Results and Provides 2022 Outlook

Exhibit 99.1 ? ? Willdan Group Reports Fourth Quarter Results and Provides 2022 Outlook ? ? ANAHEIM, Calif. ?March 10, 2022 ? Willdan Group, Inc. (?Willdan?) (Nasdaq: WLDN), a provider of professional, technical and consulting services, today reported financial results for its fourth quarter and fiscal year ended December 31, 2021. ? Fourth Quarter 2021 Summary ? ? Consolidated contract revenue of

March 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): March 10, 2022 WILLDAN GROUP, INC.

February 15, 2022 SC 13G/A

WLDN / Willdan Group, Inc. / Forager Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* WILLDAN GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 96924N100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 14, 2022 SC 13G/A

WLDN / Willdan Group, Inc. / RICE HALL JAMES & ASSOCIATES, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

January 10, 2022 SC 13G/A

WLDN / Willdan Group, Inc. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Willdan Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 96924N100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

December 6, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2021 Willdan Group, Inc.

December 6, 2021 EX-99.1

Willdan Announces New Board Member

Exhibit 99.1 Willdan Announces New Board Member ANAHEIM, Calif.?(BUSINESS WIRE)?Willdan Group, Inc. (Nasdaq: WLDN) announced today that the Company?s Board of Directors has elected Wanda Reder to the Board, effective December 6, 2021. Ms. Reder has also been appointed to serve on the Nominating and Corporate Governance Committee and the Compensation Committee. With the addition of Ms. Reder, the W

November 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076 WI

November 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): November 4, 2021 WILLDAN GROUP, INC.

November 4, 2021 EX-99.1

Willdan Group Reports Third Quarter 2021 Results

Exhibit 99.1 ? ? Willdan Group Reports Third Quarter 2021 Results ? ? ANAHEIM, Calif. ?November 4, 2021 ? Willdan Group, Inc. (?Willdan?) (Nasdaq: WLDN), a provider of professional technical and consulting services, today reported financial results for its third quarter ended October 1, 2021. ? Third Quarter 2021 Summary ? ? Consolidated contract revenue of $98.3 million ? Net revenue of $54.5 mil

October 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2021 Willdan Group, Inc.

October 25, 2021 EX-10.1

Separation Agreement, dated October 20, 2021, between Willdan Group, Inc. and Adam Procell

Exhibit 10.1 SEPARATION AGREEMENT WITH WAIVER AND RELEASE This Separation Agreement with Waiver and Release (?Agreement?) is executed this 20th day of October, 2021 by and between Willdan Group, Inc., a Delaware corporation (the ?Company?) and Adam Procell, an individual (?Executive?). WHEREAS, Executive and the Company (collectively, the ?Parties?) desire to amicably resolve and conclude any issu

October 8, 2021 SC 13G

WLDN / Willdan Group, Inc. / Forager Capital Management, LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 WILLDAN GROUP, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 96924N100 (CUSIP Number) September 23, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

October 8, 2021 SC 13G/A

ISDR / Issuer Direct Corp / Forager Capital Management, LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Under the Securities Exchange Act of 1934 ISSUER DIRECT CORPORATION (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 46520M204 (CUSIP Number) September 23, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

August 6, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 5, 2021 EX-99.1

Willdan Announces Changes to Board of Directors and Management

Exhibit 99.1 Willdan Announces Changes to Board of Directors and Management ANAHEIM, Calif.?(BUSINESS WIRE)?Willdan Group, Inc. (Nasdaq: WLDN) announced today that the Company?s Board of Directors has elected Cynthia Downes to the Board, effective August 4, 2021. Ms. Downes has also been appointed to serve on the Audit Committee and Compensation Committee. With the addition of Ms. Downes, the Boar

August 5, 2021 EX-99.1

Willdan Group Reports Second Quarter 2021 Results

Exhibit 99.1 ? ? Willdan Group Reports Second Quarter 2021 Results ? ? ANAHEIM, Calif. ?August 5, 2021 ? Willdan Group, Inc. (?Willdan?) (Nasdaq: WLDN), a provider of professional technical and consulting services, today reported financial results for its second quarter ended July 2, 2021. ? Second Quarter 2021 Summary ? ? Consolidated contract revenue of $84.2 million, an increase of 0.7% ? Net r

August 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 5, 2021 WILLDAN GROUP, INC.

August 5, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 WILLDAN GROUP, INC.

June 14, 2021 8-K

Submission of Matters to a Vote of Security Holders

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2021 WILLDAN GROUP, INC.

May 7, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 6, 2021 WILLDAN GROUP, INC.

May 6, 2021 EX-99.1

Willdan Group Reports First Quarter 2021 Results

Exhibit 99.1 ? ? Willdan Group Reports First Quarter 2021 Results ? ? ANAHEIM, Calif. ?May 6, 2021 ? Willdan Group, Inc. (?Willdan?) (Nasdaq: WLDN), a provider of professional technical and consulting services, today reported financial results for its first quarter ended April 2, 2021. ? First Quarter 2021 Summary ? ? Consolidated contract revenue of $79.1 million, a decrease of 25.4% ? Net revenu

May 3, 2021 EX-10.1

Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 30, 2021, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K filed on May 3, 2021)

Exhibit 10.1 Execution Version Fourth Amendment to Amended and Restated Credit Agreement This Fourth Amendment to Amended and Restated Credit Agreement (herein, the ?Amendment?) is entered into as of April 30, 2021, among Willdan Group, Inc., a Delaware corporation (the ?Borrower?), the Guarantors signatory hereto, the Lenders signatory hereto and BMO Harris Bank N.A., a national banking associati

May 3, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 WILLDAN GROUP, INC.

April 23, 2021 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rul

April 23, 2021 DEFA14A

- DEFA14A

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? D

April 16, 2021 EX-99.1

Willdan Announces Chief Financial Officer Transition

Exhibit 99.1 Willdan Announces Chief Financial Officer Transition ANAHEIM, Calif.—(BUSINESS WIRE)—Willdan Group, Inc. (Nasdaq: WLDN) today announced that its Chief Financial Officer, Stacy McLaughlin, will resign to pursue other interests. Ms. McLaughlin will remain a consultant with Willdan for six months to ensure an orderly transition. Creighton (Kim) Early, currently Executive Vice President o

April 16, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2021 WILLDAN GROUP, INC.

April 16, 2021 EX-10.1

Separation Agreement, dated April 13, 2021, between Willdan Group, Inc. and Stacy McLaughlin

Exhibit 10.1 SEPARATION AGREEMENT WITH WAIVER AND RELEASE This Separation Agreement with Waiver and Release (?Agreement?) is executed this 13th day of April, 2021 by and between Willdan Group, Inc., a Delaware corporation (the ?Company?) and Stacy McLaughlin, an individual (?Executive?). WHEREAS, Executive and the Company (collectively, the ?Parties?) desire to amicably resolve and conclude any is

March 25, 2021 CORRESP

WILLDAN GROUP, INC. 2401 East Katella Avenue, Suite 300 Anaheim, California 92806

WILLDAN GROUP, INC. 2401 East Katella Avenue, Suite 300 Anaheim, California 92806 March 25, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Nicholas Lamparski Re: Request for Effectiveness for Willdan Group, Inc. Registration Statement on Form S-3 (File No. 333-254483) Dear Mr. Lamparski: Pursuant to Rule 461 pr

March 19, 2021 S-3

- S-3

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 19, 2021 Registration Statement No.

March 19, 2021 EX-4.4

Form of Indenture (filed herewith)

Exhibit 4.4 WILLDAN GROUP, INC. INDENTURE Dated as of , 20[] [Trustee], Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1. Issuable in Series 6 Section 2.2. Est

March 17, 2021 EX-21.1

Subsidiaries of Willdan Group, Inc.

Exhibit 21.1 WILLDAN GROUP, INC. LIST OF SUBSIDIARIES AS OF JANUARY 1, 2021 ? ? ? ? ? ? ? ? ? ? Name of Entity ? Jurisdiction of Organization ? 1. ? Willdan Engineering ? California ? 2. ? Willdan Energy Solutions ? California ? 3. ? Willdan Engineers and Constructors ? California ? 4. ? Willdan Financial Services ? California ? 5. ? Willdan Infrastructure ? California ? 6. ? Willdan Lighting & El

March 17, 2021 EX-4.2

Description of Willdan Group, Inc.’s Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Willdan Group, Inc., a Delaware corporation (the ?Company?) and provisions of the Company?s certificate of incorporation and bylaws are summaries only. For more detailed information, please see the Company?s certificate of incorporation and bylaws, which are filed as exhibits to reports the Company files wit

March 17, 2021 10-K

Annual Report - 10-K

Table of Contents ?C/l ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): March 11, 2021 WILLDAN GROUP, INC.

March 11, 2021 EX-99.1

Willdan Group Reports Fourth Quarter and Fiscal Year 2020 Results

Exhibit 99.1 Willdan Group Reports Fourth Quarter and Fiscal Year 2020 Results ANAHEIM, Calif. – March 11, 2021 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN), a provider of professional technical and consulting services, today reported financial results for its fourth quarter and fiscal year ended January 1, 2021. Fourth Quarter 2020 Summary ● Signed $781 million in California Investor Owned Ut

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* WILLDAN GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)1 WILLDAN GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 96924N100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

February 12, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of l934 (Amendment No. 2)1 Willdan Group Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) (CUSIP Number) Decembe

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of l934 (Amendment No. 2)1 Willdan Group Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 96924N100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 11, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Willdan Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 96924N100 (CUSIP Number) 12/31/2020 (Date of Event Which R

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Willdan Group Inc Title of Class of Securities: Common Stock CUSIP Number: 96924N100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R

February 10, 2021 EX-99

JOINT FILING AGREEMENT

EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd., as the ultimate parent company of each of its undersigned subsidiarie

February 10, 2021 SC 13G

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Willdan Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 96924N100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 10, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Willdan Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 96924N100 (CUSIP Number) January 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

November 6, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 2, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076 WI

November 5, 2020 EX-99.1

Willdan Group Reports Third Quarter Financial Results and Provides Update on California IOU Awards

EX-99.1 2 wldn-20201105xex99d1.htm EX-99.1 Exhibit 99.1 Willdan Group Reports Third Quarter Financial Results and Provides Update on California IOU Awards ANAHEIM, Calif. –November 5, 2020 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN), a provider of professional technical and consulting services, today reported financial results for its third quarter ended October 2, 2020. Third Quarter 2020 Su

November 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 WILLDAN GROUP, INC.

August 7, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076 WILLD

August 6, 2020 EX-99.1

Willdan Group Reports 2020 Second Quarter Financial Results

Exhibit 99.1 Willdan Group Reports 2020 Second Quarter Financial Results ANAHEIM, Calif. –August 6, 2020 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN), a provider of professional technical and consulting services, today reported financial results for its second quarter ended July 3, 2020. Second Quarter 2020 Summary ● Consolidated contract revenue of $83.5 million, a decrease of 20.0% ● Net rev

August 6, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 WILLDAN GROUP, INC.

June 15, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2020 WILLDAN GROUP, INC.

May 8, 2020 10-Q

Quarterly Report - 10-Q

10-Q 1 wldn-20200403x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

May 8, 2020 EX-10.1

Third Amendment to Amended and Restated Credit Agreement, dated as of May 6, 2020, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc’s Quarterly Report on Form 10-Q filed on May 8, 2020).

Exhibit 10.1 Execution Version THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of May 6, 2020, among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors signatory hereto, the Lenders signatory hereto and BMO Harris Bank N.A., a national banking association, i

May 7, 2020 EX-99.1

Willdan Group Reports First Quarter 2020 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time

Exhibit 99.1 Willdan Group Reports First Quarter 2020 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time ANAHEIM, Calif. –May 7, 2020 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN), a provider of professional technical and consulting services, today reported financial results for its first quarter ended April 3, 2020. First Quarter 2020 Summary · Consolidated contract r

May 7, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 WILLDAN GROUP, INC.

April 17, 2020 DEF 14A

WLDN / Willdan Group, Inc. DEF 14A - - DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

April 17, 2020 DEFA14A

WLDN / Willdan Group, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 16, 2020 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2020 WILLDAN GROUP, INC.

April 16, 2020 EX-3.1

Amended and Restated Bylaws of Willdan Group, Inc. (incorporated by reference to Exhibit 3.1 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on April 16, 2020)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WILLDAN GROUP, INC. A DELAWARE CORPORATION I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION 1.01. Certain References. Any reference herein made to law will be deemed to refer to the law of the State of Delaware, including any applicable provision of Chapter I of Title 8 of the Delaware Statutes, or any successor statutes, as from time to time amended and i

April 16, 2020 EX-99.1

Update on COVID-19 Impacts to Willdan Date and Time for First Quarter Earnings Call Announced

Exhibit 99.1 Update on COVID-19 Impacts to Willdan Date and Time for First Quarter Earnings Call Announced ANAHEIM, Calif.—(BUSINESS WIRE)—Willdan Group, Inc. (NASDAQ: WLDN) today provided a business update related to impacts of the COVID-19 global pandemic (“COVID-19” or “pandemic”). “At Willdan, we have taken proactive, prudent actions to protect the safety, health, and well-being of employees,

March 6, 2020 EX-10.15

Form of Performance Based Restricted Stock Unit Award Agreement.

EX-10.15 5 wldn-20191227ex1015cadc6.htm EX-10.15 Exhibit 10.15 NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT WILLDAN GROUP, INC. AMENDED AND RESTATED 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: [] Target Number of Performance -Based Restricted Stock Units: [] target number of Performance-Based Restricted Stock Units (the “Performance-Based Restricted Stock Units”) Date of Grant: [

March 6, 2020 10-K

WLDN / Willdan Group, Inc. 10-K - Annual Report - 10-K

Table of Contents “C/l UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 6, 2020 EX-10.3

Second Amendment to Amended and Restated Credit Agreement, dated as of November 6, 2019, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 6, 2020).

EX-10.3 4 wldn-20191227ex1039a8c5b.htm EX-10.3 Exhibit 10.3 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of November 6, 2019, among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors signatory hereto, the Lenders signatory hereto and BMO Harris Bank N.A

March 6, 2020 EX-10.2

First Amendment to Amended and Restated Credit Agreement, dated as of August 15, 2019, by and among Willdan Group, Inc., the Guarantors signatory thereto, the Lenders signatory thereto and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 6, 2020).

Exhibit 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of August 15, 2019, among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors signatory hereto, the Lenders signatory hereto and BMO Harris Bank N.A., a national banking association, individually as

March 6, 2020 EX-4.2

Description of Willdan Group, Inc.’s Capital Stock (incorporated by reference to Exhibit 4.2 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 6, 2020).

EX-4.2 2 wldn-20191227ex4232e8a17.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Willdan Group, Inc., a Delaware corporation (the “Company”) and provisions of the Company’s certificate of incorporation and bylaws are summaries only. For more detailed information, please see the Company’s certificate of incorporation and bylaws, which are filed

March 6, 2020 EX-21.1

Subsidiaries of Willdan Group, Inc.

Exhibit 21.1 WILLDAN GROUP, INC. LIST OF SUBSIDIARIES AS OF DECEMBER 27, 2019 Name of Entity Jurisdiction of Organization 1. Willdan Engineering California 2. Willdan Energy Solutions California 3. Willdan Engineers and Constructors California 4. Willdan Financial Services California 5. Willdan Homeland Solutions California 6. Willdan Infrastructure California 7 Willdan Lighting & Electric, Inc. D

March 5, 2020 EX-99.1

Willdan Group Reports Fourth Quarter and Fiscal Year 2019 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time

Exhibit 99.1 Willdan Group Reports Fourth Quarter and Fiscal Year 2019 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time ANAHEIM, Calif. –March 5, 2020 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN), a provider of professional technical and consulting services, today reported financial results for its fourth quarter and fiscal year ended December 27, 2019 and provided

March 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2020 WILLDAN GROUP, INC.

February 14, 2020 SC 13G

WLDN / Willdan Group, Inc. / Forager Capital Management, LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )1 Under the Securities Exchange Act of 1934 WILLDAN GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 96924N100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

February 14, 2020 SC 13G/A

WLDN / Willdan Group, Inc. / TimesSquare Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d876723dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)1 Willdan Group Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 96924N100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

February 11, 2020 SC 13G

WLDN / Willdan Group, Inc. / RICE HALL JAMES & ASSOCIATES, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 11, 2020 SC 13G

WLDN / Willdan Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Willdan Group Inc Title of Class of Securities: Common Stock CUSIP Number: 96924N100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule

February 10, 2020 SC 13G

WLDN / Willdan Group, Inc. / WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Willdan Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 96924N100 (CUSIP Number) 12/31/2019 (Date of Event Which Re

October 31, 2019 EX-2.2

Amendment No. 1, dated as of August 1, 2019, to the Stock Purchase Agreement, dated as of July 28, 2017, by and among Willdan Group, Inc., Willdan Energy Solutions, Integral Analytics, Inc., the stockholders of Integral Analytics, Inc. and the Sellers’ Representative (as defined therein) (incorporated by reference to Exhibit 2.2 to Willdan Group, Inc.’s Quarterly Report on Form 10-Q filed on November 1, 2019)

EX-2.2 3 wldn-20190927ex22c8243b8.htm EX-2.2 Exhibit 2.2 AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT This Amendment No. 1 to the Stock Purchase Agreement (“Amendment”) dated as of August 1, 2019 is entered into by and between INTEGRAL ANALYTICS, INC., an Ohio corporation (the “Seller”) and WILLDAN ENERGY SOLUTIONS, a California corporation (the “Buyer”). Each of the Seller and the Buyer are re

October 31, 2019 EX-99.2

Audited financial statements of Energy and Environmental Economics, Inc., as of and for the years ended December 31, 2018 and 2017.

Exhibit 99.2 ENERGY AND ENVIRONMENTAL ECONOMICS, INC. FINANCIAL STATEMENTS DECEMBER 31, 2018 AND 2017 Table of Contents Table of Content Page Report of Independent Registered Public Accounting Firm 3 Balance Sheets as of December 31, 2018 and 2017 4-5 Statements of Income for the Years Ended December 31, 2018 and 2017 6 Statements of Comprehensive Income for the Years Ended December 31, 2018 and 2

October 31, 2019 10-Q

WLDN / Willdan Group, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33076

October 31, 2019 EX-99.3

Unaudited pro forma condensed combined balance sheet and statements of operations for Willdan Group, Inc. as of and for the six months ended June 28, 2019 and for the year ended December 28, 2018, giving effect to the acquisition of Energy and Environmental Economics, Inc., and the notes thereto.

Exhibit 99.3 WILLDAN GROUP, INC. AND E3, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Willdan Group, Inc., together with its direct and indirect subsidiaries, is referred to herein collectively as “we,” “our,” “Willdan,” or the “Company.” Acquisition of E3, Inc. On October 28, 2019 (the “E3, Inc. Closing Date”), the Company, through its wholly owned subsidiary WES, acquired (“

October 31, 2019 EX-2.1

Stock Purchase Agreement, dated as of October 28, 2019, by and among Willdan Group, Inc., Willdan Energy Solutions, Energy and Environmental Economics, Inc., each of the stockholders of Energy and Environmental Economics, Inc., and Ren Orans, as seller representative of the stockholders of Energy and Environmental Economics, Inc. (incorporated by reference to Exhibit 2.1 to Willdan Group, Inc.’s Quarterly Report on Form 10-Q filed on October 31, 2019)

Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED STOCK PURCHASE AGREEMENT among WILLDAN ENERGY SOLUTIONS, WILLDAN GROUP, INC. and THE SHAREHOLDERS OF ENERGY AND ENVIRONMENTAL ECONOMICS, INC. Dated as of October 28, 2019 TABLE OF CONTENTS Page

October 31, 2019 EX-99.1

Unaudited financial statements of Energy and Environmental Economics, Inc., as of and for the six months ended June 30, 2019 and 2018.

Exhibit 99.1 ENERGY AND ENVIRONMENTAL ECONOMICS, INC. FINANCIAL STATEMENTS JUNE 30, 2019 AND 2018 Table of Content Page Unaudited Balance Sheets as of June 30, 2019 and 2018 2 - 3 Unaudited Statements of Income for the Six Months Ended June 30, 2019 and 2018 4 Unaudited Statements of Comprehensive Income for the Six Months Ended June 30, 2019 and 2018 5 Unaudited Statements of Changes in Stockhold

October 30, 2019 EX-99.1

Willdan Group Reports Third Quarter 2019 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time

Exhibit 99.1 Willdan Group Reports Third Quarter 2019 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time ANAHEIM, Calif. – October 30, 2019 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN), a provider of professional technical and consulting services, today reported financial results for its third quarter ended September 27, 2019. Third Quarter 2019 Summary · Consolidated

October 30, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2019 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of incorporatio

October 30, 2019 EX-99.2

Willdan Adds Energy Analysis and Strategy Consulting Firm, Energy and Environmental Economics, Inc. (E3)

Exhibit 99.2 Willdan Adds Energy Analysis and Strategy Consulting Firm, Energy and Environmental Economics, Inc. (E3) ANAHEIM, Calif.—(BUSINESS WIRE)—Willdan Group, Inc. (NASDAQ: WLDN) announced today that it has acquired Energy and Environmental Economics, Inc. (E3), a data-driven energy analysis and strategy consulting firm, in a stock purchase that closed on October 28. E3 has more than 70 empl

September 10, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a19-1850918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2019 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of inc

August 2, 2019 10-Q

WLDN / Willdan Group, Inc. 10-Q - Quarterly Report - 10-Q

10-Q 1 wldn-20190628x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

August 1, 2019 EX-99.1

Willdan Group Reports Second Quarter 2019 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Willdan Group Reports Second Quarter 2019 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time ANAHEIM, Calif. – August 1, 2019 – Willdan Group, Inc. (“Willdan”) (NASDAQ: WLDN), a provider of professional technical and consulting services, today reported financial results for its second quarter ended June 28, 2019. Second Quarter 2

August 1, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2019 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of incorporation)

July 2, 2019 EX-10.2

Master Reaffirmation of and Amendment to Collateral Documents, dated as of June 26, 2019, by and among Willdan Group, Inc., the other Debtors (as defined therein) and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on July 2, 2019).

Exhibit 10.2 MASTER REAFFIRMATION OF AND AMENDMENT TO COLLATERAL DOCUMENTS This MASTER REAFFIRMATION OF AND AMENDMENT TO COLLATERAL DOCUMENTS (this “Master Reaffirmation”) is made as of June 26, 2019, by and among WILLDAN GROUP, INC., a Delaware corporation (the “Borrower”), the other parties executing this Master Reaffirmation under the heading “Debtors” (the Borrower and such other parties are c

July 2, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2019 WILLDAN GROUP, INC.

July 2, 2019 EX-10.1

Amended and Restated Credit Agreement, dated as of June 26, 2019, by and among Willdan Group, Inc., the Guarantors (as defined therein), the Lenders (as defined therein) and BMO Harris Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Current Report on Form 8-K filed on July 2, 2019)

Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 26, 2019, AMONG WILLDAN GROUP, INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BMO HARRIS BANK N.A., as Administrative Agent BMO CAPITAL MARKETS CORP., AS JOINT LEAD ARRANGER AND JOINT BOOK RUNNER MUFG UNION BANK, N.A., AS JOINT LEAD ARRANGER,

June 28, 2019 S-8

WLDN / Willdan Group, Inc. S-8 - - S-8

S-8 1 a19-121951s8.htm S-8 As filed with the Securities and Exchange Commission on June 28, 2019 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 14-1951112 (State or other jurisdiction of (I.R.S. Employer incor

June 17, 2019 EX-10.1

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

Exhibit 10.1 WILLDAN GROUP, INC. AMENDED AND RESTATED 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Willdan Group, Inc. Amended and Restated 2008 Performance Incentive Plan (this “Plan”) of Willdan Group, Inc., a Delaware corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through

June 17, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2019 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of incorporation)

May 6, 2019 10-Q

The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 29, 2019, filed with the Commission on May 6, 2019 (Commission File No. 001-33076);

10-Q 1 wldn-20190329x10q.htm 10-Q Table of Contents scenario UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

May 6, 2019 EX-10.1

First Amendment to the Credit Agreement, dated as of October 1, 2018, by and among Willdan Group, Inc., as Borrower, the Guarantors (as defined therein), the Lenders (as defined therein) from time to time party thereto, BMO Harris Bank N.A., as Arranger and Administrative Agent and MUFG Union Bank, N.A., as Arranger.

EX-10.1 2 wldn-20190329ex101ada6a1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of March 8, 2019, among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors signatory hereto, the Lenders signatory hereto and BMO Harris Bank N.A., a national banking associa

May 2, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2019 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of incorporation) (C

May 2, 2019 EX-99.1

Willdan Group Reports First Quarter 2019 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time

Exhibit 99.1 Willdan Group Reports First Quarter 2019 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time ANAHEIM, Calif. – May 2, 2019 – Willdan Group, Inc. (“Willdan”) (NASDAQ: WLDN), a provider of professional technical and consulting services, today reported financial results for its first quarter ended March 29, 2019. First Quarter 2019 Summary · Consolidated contract

April 26, 2019 DEFA14A

WLDN / Willdan Group, Inc. DEFA14A DEFA14A

DEFA14A 1 defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte

April 26, 2019 DEF 14A

WLDN / Willdan Group, Inc. DEF 14A DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

April 15, 2019 EX-99.1

Willdan Announces Changes to Board of Directors

Exhibit 99.1 Willdan Announces Changes to Board of Directors ANAHEIM, Calif.—(BUSINESS WIRE)— Willdan Group, Inc. (NASDAQ: WLDN) today announced that Curtis Probst has resigned from the Company’s Board of Directors, effective April 10, 2019. Also effective as of this date, the Board has elected Robert “Bob” Conway to fill Mr. Probst’s seat on the Board. Mr. Conway is expected to serve on the Audit

April 15, 2019 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2019 WILLDAN GROUP, INC.

March 8, 2019 EX-10.12

Form of Performance Based Restricted Stock Unit Award Agreement

Exhibit 10.12 NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT WILLDAN GROUP, INC. AMENDED AND RESTATED 2008 PERFORMANCE INCENTIVE PLAN Name of Grantee: [] Target Number of Performance -Based Restricted Stock Units: [] target number of Performance-Based Restricted Stock Units (the “Performance-Based Restricted Stock Units”) Date of Grant: [] Vesting: In general, and with limited exceptio

March 8, 2019 10-K

The Company’s Annual Report on Form 10-K for its fiscal year ended December 28, 2018, filed with the Commission on March 8, 2019 (Commission File No. 001-33076);

Table of Contents /l UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 8, 2019 EX-21.1

Subsidiaries of Willdan Group, Inc.

Exhibit 21.1 WILLDAN GROUP, INC. LIST OF SUBSIDIARIES AS OF DECEMBER 28, 2018 Name of Entity Jurisdiction of Organization 1. Willdan Engineering California 2. Willdan Energy Solutions California 3. Willdan Engineers and Constructors California 4. Willdan Financial Services California 5. Willdan Homeland Solutions California 6. Willdan Infrastructure California 7 Willdan Lighting & Electric, Inc. D

March 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2019 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of incorporation)

March 7, 2019 EX-99.1

Willdan Group Reports Fourth Quarter and Fiscal Year 2018 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time

Exhibit 99.1 Willdan Group Reports Fourth Quarter and Fiscal Year 2018 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time ANAHEIM, Calif. – March 7, 2019 – Willdan Group, Inc. (“Willdan”) (NASDAQ: WLDN), a provider of professional technical and consulting services, today reported financial results for its fourth quarter and fiscal year ended December 28, 2018 and provided

February 14, 2019 SC 13G

WLDN / Willdan Group, Inc. / TimesSquare Capital Management, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )1 Willdan Group, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 96924N100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 22, 2019 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2018 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of incorporati

January 22, 2019 EX-99.1

Lime Energy Co. Consolidated Balance Sheets ($ in thousands, except for par value and share amounts)

EX-99.1 4 a19-10491ex99d1.htm EX-99.1 Exhibit 99.1 Lime Energy Co. Consolidated Balance Sheets ($ in thousands, except for par value and share amounts) September 30, 2018 September 30, 2017 Assets Current assets Cash $ 465 $ 4,159 Accounts receivable, net 25,438 19,695 Inventories — 918 Unbilled accounts receivable 11,978 7,140 Prepaid expenses and other (Note 4) 7,167 3,748 Total current assets 4

January 22, 2019 EX-99.4

WILLDAN GROUP, INC. AND LIME ENERGY CO. AND THEIR RESPECTIVE SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 WILLDAN GROUP, INC. AND LIME ENERGY CO. AND THEIR RESPECTIVE SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Willdan Group, Inc., together with its direct and indirect subsidiaries, is referred to herein collectively as “we,” “our,” “Willdan,” or the “Company.” The following unaudited pro forma condensed combined financial information present our summary unau

November 9, 2018 EX-99.1

Willdan Completes Acquisition of Lime Energy

Exhibit 99.1 Willdan Completes Acquisition of Lime Energy ANAHEIM, Calif.—(BUSINESS WIRE)—Willdan Group, Inc. (NASDAQ: WLDN) announced today the completion of its previously announced acquisition of Lime Energy Co. (“Lime Energy”), a national provider of innovative energy solutions for utilities and their commercial customers. Under the terms of the agreement, Willdan acquired all of the outstandi

November 9, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 a18-3987818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2018 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of in

November 2, 2018 10-Q

WLDN / Willdan Group, Inc. 10-Q (Quarterly Report)

Table of Contents scenario UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 1, 2018 EX-99.1

Willdan Group Reports Third Quarter 2018 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time

Exhibit 99.1 Willdan Group Reports Third Quarter 2018 Results Investment Community Conference Call Today at 5:30 p.m. Eastern Time ANAHEIM, Calif. – November 1, 2018 – Willdan Group, Inc. (“Willdan”) (NASDAQ: WLDN), a provider of professional technical and consulting services, today reported financial results for its third quarter ended September 28, 2018. Third Quarter 2018 Highlights · Consolida

November 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2018 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of incorporatio

October 9, 2018 EX-1.1

Underwriting Agreement, dated October 4, 2018, by and among Willdan Group, Inc. and Wedbush Securities Inc. and Roth Capital Partners, LLC.

Exhibit 1.1 EXECUTION VERSION WILLDAN GROUP, INC. UNDERWRITING AGREEMENT Up to 2,012,500 Shares of Common Stock October 4, 2018 Wedbush Securities Inc. 1000 Wilshire Blvd. Los Angeles, CA 90017 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Willdan Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions sta

October 9, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a18-2710868k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2018 WILLDAN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-33076 14-1951112 (State of other jurisdiction of inc

October 5, 2018 424B5

1,750,000 Shares WILLDAN GROUP, INC. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

October 4, 2018 FWP

WILLDAN GROUP, INC. 1,750,000 SHARES OF COMMON STOCK FINAL TERM SHEET DATE: OCTOBER 4, 2018

Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-217356 Supplementing the Preliminary Prospectus Supplement dated October 3, 2018 (to Prospectus dated November 17, 2017) WILLDAN GROUP, INC. 1,750,000 SHARES OF COMMON STOCK FINAL TERM SHEET DATE: OCTOBER 4, 2018 Issuer: Willdan Group, Inc. Security: Common stock, par value $0.01 Offering Size: 1,750,000 shares of common stock

October 3, 2018 424B5

SUBJECT TO COMPLETION, DATED OCTOBER 3, 2018

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(5) Registration No.

October 3, 2018 EX-99.9

1

Exhibit 99.9 Unless otherwise expressly indicated or the context other requires, all references herein to “Willdan,” the “Company,” “we,” “us,” “our” or similar references refer to Willdan Group, Inc. and its subsidiaries. Risks Related to our Pending Acquisition of Lime Energy Co. (“Lime Energy”) The acquisition of Lime Energy is subject to customary closing conditions and if we are unable to com

October 3, 2018 EX-99.6

Fiscal Year

Exhibit 99.6 ITEM 1. BUSINESS Overview We are a provider of professional technical and consulting services to utilities, private industry, and public agencies at all levels of government. We enable our clients to realize cost and energy savings by providing a wide range of specialized services. We assist our clients with a broad range of complementary services relating to: · energy efficiency and

October 3, 2018 EX-99.5

WILLDAN GROUP, INC. AND LIME ENERGY CO. AND THEIR RESPECTIVE SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.5 WILLDAN GROUP, INC. AND LIME ENERGY CO. AND THEIR RESPECTIVE SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Willdan Group, Inc., together with its direct and indirect subsidiaries, is referred to herein collectively as “we,” “our,” “Willdan,” or the “Company.” Acquisition of Lime Energy On October 1, 2018, the Company, through two of its wholly-owned subsidi

October 3, 2018 EX-10.2

Security Agreement, dated as of October 1, 2018, by and among Willdan Group, Inc. the other Debtors (as defined therein) and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.2 to Willdan Group, Inc.’s Current Report on Form 8-K filed on October 3, 2018)

Exhibit 10.2 Execution Version SECURITY AGREEMENT This Security Agreement (the “Agreement”) is dated as of October 1, 2018, by and among Willdan Group, Inc., a Delaware corporation (the “Borrower”), the other parties executing this Agreement under the heading “Debtors” (the Borrower and such other parties, along with any parties who execute and deliver to the Agent referred to herein an agreement

October 3, 2018 EX-99.7

Segment Contract Type Revenue Recognition Method Time-and-materials Time-and-materials Energy Unit-based Unit-based Software license Unit-based Fixed price Percentage-of-completion Time-and-materials Time-and-materials Engineering and Consulting Unit

Exhibit 99.7 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview We are a provider of professional technical and consulting services to utilities, private industry, and public agencies at all levels of government. We enable our clients to realize cost and energy savings by providing a wide range of specialized services. We assist our clients with

October 3, 2018 EX-99.1

Willdan Signs Agreement to Acquire Lime Energy

Exhibit 99.1 Willdan Signs Agreement to Acquire Lime Energy ANAHEIM, Calif.—(BUSINESS WIRE)—Willdan Group, Inc. (NASDAQ: WLDN) and Lime Energy Co. (“Lime Energy”) announced today that Willdan has signed an agreement and plan of merger (“the Merger Agreement”) to acquire all outstanding shares of Lime Energy. The total purchase price of this acquisition is $120 million in cash, subject to customary

October 3, 2018 EX-99.4

Lime Energy Co. Consolidated Balance Sheet ($ in thousands, except par value and share amounts)

Exhibit 99.4 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Lime Energy Co. Newark, New Jersey We have audited the accompanying consolidated balance sheet of Lime Energy Co. as of December 31, 2015, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended. These financial statements are the respo

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