Sec Form 4 Filing - Brisbin Thomas Donald @ Willdan Group, Inc. - 2022-09-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Brisbin Thomas Donald 2. Issuer Name and Ticker or Trading Symbol Willdan Group, Inc. [ WLDN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) CHIEF EXECUTIVE OFFICER/CHAIRMAN OF THE BOARD (Last) (First) (Middle) 2401 EAST KATELLA AVENUE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2022 (Street) ANAHEIM, CA92806 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/14/2022 D 10,000 D 383,189( 2 )( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brisbin Thomas Donald 2401 EAST KATELLA AVENUE SUITE 300 ANAHEIM, CA92806 X CHIEF EXECUTIVE OFFICER CHAIRMAN OF THE BOARD Signatures /s/ Creighton K. Early, Attorney-in-Fact for Thomas D. Brisbin 09/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 14, 2022, the Reporting Person and the Issuer mutually agreed to cancel 10,000 shares of restricted stock, which were previously awarded to the Reporting Person by the Issuer on March 8, 2022, and which were scheduled to vest in one installment on March 8, 2023, subject to the Reporting Person's continued service to the Issuer through such date. The Reporting Person received a new grant of 4,000 performance-based restricted stock units as consideration for such cancellation. The cancellation of shares of restricted stock and subsequent new grant of performance-based restricted stock units were approved by the Compensation Committee of the Issuer's Board of Directors on September 14, 2022. ( 2 )Includes (i) 18,750 shares of restricted stock that vest in three substantially equal installments on each of March 9, 2023, March 9, 2024 and March 9, 2025 and (ii) 13,751 shares of restricted stock that vest on March 8, 2023, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date. ( 3 )Includes 533 shares of Common Stock purchased under the Amended and Restated Willdan Group, Inc. 2006 Employee Stock Purchase Plan on June 30, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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