What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-03-07 · 83 added, 125 removed, 235 unchanged (47% of the section changed)

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(“Willdan”) is a provider of professional, technical and consulting services to utilities, private industry, and public agencies at all levels of government.

As resource and infrastructure needs undergo continuous change, we help organizations and their communities evolve and thrive by providing a wide range of technical services for energy solutions, greenhouse gas reduction, and government infrastructure.

Through engineering, program management, policy advisory, and software and data management, we plan, design and deliver trusted, comprehensive, innovative, and proven solutions to improve efficiency, resiliency, and sustainability in energy and infrastructure to our clients.

Through engineering, program management, policy advisory, and software and data analytics, we plan, design and deliver comprehensive, innovative, cost-effective and proven solutions to improve efficiency, resiliency, and sustainability in energy and infrastructure to our clients.

The company was founded in 1964 to serve public agencies in communities with populations ranging from 10,000 to 300,000 people.

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Our overall growth strategy revolves around a combination of strong organic expansion and strategic acquisitions which provides us the ability to expand the breadth and depth of the services we provide to new and existing clients.

We believe that we are well positioned to capitalize on the ongoing expansion and transformation of the energy and infrastructure environments as they adapt to climate change, electrification, and technology advancements.

We believe that we are well positioned to capitalize on the ongoing expansion and transformation of the energy and infrastructure environments as they adapt to climate change and other environmental challenges, electrification, and technology advancements, including the growing demand in load growth being fueled by artificial intelligence (“AI”) data centers, electric vehicles and other political and technological changes.

We operate our business through a nationwide network of offices spread across 22 states, the District of Columbia, the Canadian province of Alberta, and the Commonwealth of Puerto Rico.

We serve a majority of the largest investor-owned electric utilities and over half of the largest municipal utilities in the United States (“U.S.”).

Our business with public and private utilities has concentrations in California and New York, but includes numerous other utilities in the Midwest, Southeast and Mountain states and additional acquisitions may continue to expand our geographic footprint.

Our business with public agencies is concentrated in California, New York, and Arizona.

Our business with public and private utilities has concentrations in California and New York, but includes numerous other utilities in the Midwest, Northeast, Southeast and Mountain states.

Additional acquisitions may continue to expand our geographic footprint.

Our business with public agencies is concentrated in California, New York, and Nevada with ongoing expansion into Texas, Florida, Kentucky, and South Carolina.

We also serve special districts, school districts, and a large range of public agencies and private industry throughout the U.S.

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We provide a wide variety of services related to energy planning and analysis, energy efficiency and sustainability, engineering, construction management, and economic and financial consulting services primarily to public agencies, utilities, and commercial/industrial firms.

We believe the energy services market will continue to expand in response to the increasing awareness of global warming, climate change issues, and the advent of new technologies in renewable energy generation and the electrification of the nation’s economy.

In addition, the rapid growth in artificial intelligence is creating increased power demand from data centers and thus becoming a new catalyst in expanding the energy services market.

We believe the energy services market will continue to expand in response to the increasing awareness of sustainability issues, including global warming and climate change, and the advent of new technologies in renewable energy generation and the electrification of the nation’s economy through technology advances and changing consumption patterns.

In addition, the rapid growth in AI is creating increased power demand from data centers and thus becoming a key driver in expanding the energy services market.

Private industry and public agencies increasingly seek out cost-effective, turnkey solutions that provide innovative plans, tools, and solutions to address energy efficiency, renewable energy, water conservation and sustainability.

State and local governments frequently turn to specialized resource conservation firms to help strike the balance between environmental responsibility and economic competitiveness.

The use of energy services, including audits, program design, benchmark analysis, metering and incentivized sale and installation of energy efficiency measures provides public agencies, utilities, and commercial/industrial firms with the ability to realize long-term energy savings and greenhouse gas reductions.

The use of energy services, including audits, program design, benchmark analyses, metering and

incentivized sale and installation of energy efficiency measures provides public agencies, utilities, and commercial/industrial firms with the ability to realize long-term energy savings and greenhouse gas reductions.

The engineering and consulting market has grown as public agencies and utilities, as well as private utilities and commercial/industrial firms, find it more efficient to outsource design, construction oversight, advisory, and training services to contract providers, rather than maintain the necessary staff and resources to provide such services themselves.

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● Demand for services and solutions that provide energy efficiency, greenhouse gas reduction, sustainability, electrification, water conservation, infrastructure development and renewable energy in the public and private sectors;

● Changes in technology that affect the generation, distribution and consumption of energy;

● Changes in technology, such as AI and related data centers, battery storage and electric vehicles that affect the generation, distribution and consumption of energy;

● Ongoing efforts to upgrade aging energy infrastructure to meet power, transmission, and environmental goals and requirements;

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Engineering and Consulting

During fiscal year 2024, we derived 10.7% of our Energy segment contract revenues from one customer, Southern California Edison.

During fiscal year 2025, we derived 27.4% of our Energy segment contract revenues from two customers, Clark County School District and Southern California Edison.

During fiscal year 2025, we had no individual customers that accounted for more than 10% of our Engineering and Consulting segment contract revenues.

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Our experienced engineers, consultants, and staff help our clients realize cost and energy savings by tailoring efficient and cost-effective solutions to assist in optimizing energy spend.

Our energy services include comprehensive audit and surveys, program design, master planning, demand reduction, grid optimization, benchmarking analyses, design engineering, construction management, performance contracting, installation, alternative financing, measurement and verification services, and advances in software and data analytics for long term planning.

Our energy services include comprehensive audit and surveys, program design, master planning, demand reduction, grid optimization, benchmarking analyses, design engineering, AI data center power solutions, construction management, performance contracting, installation, alternative financing, measurement and verification services, and advances in software and data analytics for long term planning.

Our energy services include the following:

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Our services cover preliminary planning, project design, construction management, commissioning, post-project support and measurement and verification.

Project Examples.

The following are examples of typical projects in the Energy segment:

● Consolidated Edison, New York.

We serve as Consolidated Edison’s program manager and implementer for its Small Business Direct Install (“SMB”) program across the utility’s New York City and Westchester County service areas.

The SMB program, Consolidated Edison’s largest energy efficiency program, helps customers save energy, lower their bills, and protect the environment by providing financial incentives to identify and install certain energy efficiency measures.

To support this effort, we provide full-service program implementation, including outreach and direct sales to potential commercial customers, on-site energy efficiency assessments, direct implementation of energy-savings measures, and subcontractor and trade-ally management.

● Dormitory Authority-State New York (“DASNY”), New York.

In connection with our acquisition of substantially all of the assets of Genesys Engineering, P.C.

(“Genesys”) in March 2016, we entered into an administrative services agreement with Genesys pursuant to which we, through our subsidiary Willdan Energy Solutions (“WES”), provide Genesys with ongoing administrative, operational and other non-professional support services in its performance of rehabilitation, construction management, architectural, and engineering services at various college and university sites within New York State.

DASNY under these contracts also include energy efficient design, utility cost evaluation, and various regulatory compliance services.

Specific project descriptions are set out by DASNY in work authorizations, which are issued under the terms of the master contracts.

● Marshak Science Building Rehabilitation, The City University of New York.

Performed under the DASNY master contract, the Marshak Science Building is a mid-rise, 750,000 square-foot science building, which consists of a 350,000 square-foot, 13-story tower and a 300,000 square-foot plaza level and underground.

The science building houses research and teaching labs, a vivarium, a morgue, office areas, a library, an auditorium, a gymnasium and a pool.

We were responsible for the study, design, and construction management that included the retrofit of 200 standard-flow fume hoods to low-flow, high-efficiency hoods and the installation of high-entrainment fume hood exhaust systems, new lab make-up air units with heat recovery, liquid desiccant dehumidification systems, new supply air risers and general exhaust risers throughout the tower, new hot water and chilled water risers, new central station air handling equipment, new high-temperature hot water to low-temperature hot water heat exchangers, and a lab fit-out with chilled beam secondary heating and cooling.

● Pueblo School District 70 Infrastructure Improvement, Colorado.

Pueblo School District 70 has 25+ schools and support facilities covering approximately 1.5 million square-feet.

We were responsible for development, design, and construction management of nearly 150 energy efficiency and infrastructure improvement projects district wide.

These projects included multiple building additions, several major interior renovations, district-wide LED upgrade, 10 building-wide HVAC and controls projects, 11 roof replacements, a dozen major parking lot improvements and replacements, and multiple CCTV and public address system replacements.

● San Diego Gas and Electric (“SDG&E”), California .

We provided peak-load reduction and energy capacity to SDG&E by coordinating the installation of proven energy efficiency measures, including chiller retrofits, chiller variable-frequency drives (“VFDs”), HVAC VFDs, evaporative cooling, demand control ventilation, two-way valves, and chilled water pump VFDs.

These measures produced both peak-load reductions and energy savings.

● Entergy Corporation, Louisiana.

We supported Entergy’s investments in grid data and analytics capabilities across its electric distribution footprint through a software license for LoadSEER.

LoadSEER was developed to provide unique insights and modeling capability for distributed energy resources and the evolving distribution grid.

The application is used in short- and long-term circuit-level planning and to proactively integrate renewables, energy storage, and efficiency investments.

LoadSEER combines multi-layer risk, geospatial, and scenario modeling;

utilities’ existing tools;

engineering efforts;

and multiple data sources in order to deliver dynamic, granular load profiles and perform valuation analyses.

● Commercial Energy Efficiency Programs.

Southern California Edison has contracted with us to develop, implement, and offer these programs to SCE customers.

We are the implementer of the Commercial Program, which is targeted to help SCE customers lower their energy bills and reduce demand and energy usage by providing technical services, connection to financing, and financial incentives to identify and install energy efficiency measures.

To support this effort, we provide full-service program implementation, including customer outreach, performing energy audits, and facilitating installation and verifying savings of approved energy efficiency measures.

● City of New York – LL97 Implementation Action Plan .

We developed a plan for New York City that identifies the most feasible route to achieving the City’s deep decarbonization, energy efficiency, and clean and renewable electricity goals.

The plan is designed to balance policy compliance, technical and practical feasibility, and cost considerations, and will result in more than 50% greenhouse gas emissions reductions from City government infrastructure and energy system upgrades in City buildings by 2030.

Each City agency now has actionable targets and an initial pathway to meeting them under the plan.

The effort included the virtual survey of more than 4,000 publicly owned facilities in the city, detailed building energy modeling of prototypical city facilities, and transformation of these analyses into a comprehensive

plan for the implementation of new renewable electricity sources, a heat electrification initiative, improved building energy efficiency and changes in wastewater, transportation, and other processes to meet the established goals.

Engineering and Consulting Services

Our Engineering and Consulting segment provides civil engineering-related construction management, building and safety, city engineering office management, city planning, civil design, geotechnical, material testing and other engineering consulting services to our clients.

Our engineering services include traffic, bridges, rail, port, water, and other civil engineering projects.

We also provide economic and financial consulting to public agencies.

Lastly, we supplement the engineering services that we offer our clients by offering expertise and support for the various financing techniques public agencies utilize to finance their operations and infrastructure.

We also support the mandated reporting and other requirements associated with these financings.

We provide financial advisory services for municipal securities but do not provide underwriting services.

Willdan provides public agencies with a comprehensive suite of engineering, building and safety, and financial consulting services designed to support safe, sustainable, and fiscally responsible community development.

Our integrated teams deliver end-to-end expertise across planning, design, permitting, financing, and implementation, helping agencies navigate growth, modernize infrastructure, streamline operations, and meet regulatory requirements.

Our Engineering and Consulting Services include civil engineering and construction management;

building and safety services;

city engineering and planning support;

civil design;

geotechnical services;

and materials testing.

Our capabilities span traffic, bridges, rail, ports, water systems, and other major infrastructure projects.

In addition to technical expertise, we provide economic and financial consulting that helps agencies plan, fund, and maintain both daily operations and long-term capital programs.

This includes guidance on public-sector financing tools, assistance with mandated reporting and compliance, and independent financial advisory services for municipal securities without providing underwriting.

In general, contracts for engineering and consulting services are awarded by public agencies based primarily upon the qualifications of the engineering or consulting professional, rather than the proposed fees.

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Additionally, we have performed street and storm drain clean-up, replacement or repair of damaged storm drains, streets, and bridges, debris management and preparation and implementation of a near-term erosion and sediment control program.

Geotechnical.

Our geotechnical and earthquake engineering services include soil engineering, earthquake and seismic hazard studies, geology and hydrogeology engineering, and construction inspection.

We operate a licensed, full-service geotechnical laboratory at our headquarters in Anaheim, California, which offers an array of testing services, including construction materials testing and inspection.

Planning and Surveying.

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We administer special districts on behalf of public agencies.

The types of special districts administered include property assessed clean energy (PACE), community facilities districts (in California, Mello-Roos districts), assessment districts, landscape and lighting districts, school facilities improvement districts, benefit assessment districts, fire suppression districts, and business improvement districts.

The types of special districts administered include community facilities districts (in California, Mello-Roos districts), assessment districts, landscape and lighting districts, school facilities improvement districts, benefit assessment districts, fire suppression districts, and business improvement districts.

Our district administration services include calculating the annual levy for each parcel in the district;

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We perform economic analyses and financial projects for public agencies, including fee and rate studies;

utility rate analyses;

utility rate analysis;

utility system appraisals and asset acquisitions;

economic development and redevelopment planning;

development and implementation of land-based financing districts to provide revenue for public facilities and services;

feasibility analyses, formation assistance, long-term financial plans, and annual district administration of Texas special districts (Public Improvement Districts, Tax Increment Reinvestment Zones, and Municipal Management Districts);

real estate and market analyses associated with planning efforts;

development fee studies;

real estate and market analysis associated with planning efforts, and development fee studies;

special district formation and other special projects.

Federal Compliance.

We offer several services that support bonded debt compliance reporting for cities, counties, states, school districts, water districts, housing authorities, 501(c)(3) and other municipal entities.

federal compliance services to approximately 750 issuers in 43 states and the District of Columbia managing approximately $69 billion in municipal debt.

The following are examples of typical projects we have performed in the Engineering and Consulting segment:

● City of Elk Grove, California, City Engineering, Capital Improvement, and Infrastructure Services.

We provided comprehensive technical support to the Public Works and Development Services Departments for the over 170,000-resident community of Elk Grove, California.

Our services have included public counter service, drainage/stormwater/NPDES, traffic engineering, permitting, land development review and inspection, CIP design and construction support.

Serving the two City departments was a team of full-time engineers, scientists, managers, observers/inspectors, project managers, administrative support staff, and a team of subconsultants.

All work was accomplished through a task order process that defined the scope of work, time of performance, and cost of services.

● City of Long Beach, California, Engineering and Construction Management Services.

We provided construction management and public works inspection services for the City’s capital improvement and street maintenance programs.

The projects involve building tenant improvements, landscaping, asphalt overlays, ADA compliance ramps, sidewalks, storm drains, water lines, sewer installations, underground utility improvements and other appurtenant work.

We acted as the Owner’s Representative and Construction Manager responsible for coordinating all aspects of the construction, including coordination with the City’s Building Inspection Staff.

● County of Los Angeles, California, Traffic Design and Operational Support Services.

We provide professional traffic engineering services for Traffic Signal Synchronization Project.

The services include meetings and project coordination with Los Angeles County and various municipalities as well as field review, equipment inventory, reporting for recommended improvements, traffic signal base plans, traffic signal improvement plans, traffic signal utility plans and engineering estimates for multiple signalized intersections along various street corridors.

● County of Orange, California, Code Enforcement Services.

Our code enforcement team is responsible for responding to citizen concerns and investigations of a variety of code violations throughout the unincorporated areas of Orange County in support of its Neighborhood Preservation Program, including the reviewing, processing, and closing of code enforcement cases related to land use, zoning, building, grading, nuisance, and property maintenance violations.

Our staff performs review of all case files, inspection of properties, filing notices and complaints against violators, documenting, and preparing violation cases for the district attorney’s office and/or County counsel and testifying in court.

We assist in the entitlement/development process consisting of general land use, zoning and building violations.

● City of Phoenix, Building and Safety Services.

We have provided Building Safety, Building Inspection and Building and Fire plan review services to the City of Phoenix Building and Fire Departments since 2001.

Willdan Building Inspectors and Reviewers report to the City of Phoenix where the city provides assignments.

Inspectors are assigned residential new construction, additions, and remodel inspections.

Fire plan reviewers are assigned commercial fire protection systems and Fire Code reviews.

Plan reviewers are assigned residential new construction, additions and remodels reviews.

● City of Sherman, Texas, Financial Services .

We assist the City of Sherman with navigating the financial aspects of the largest capital projects in the city’s history to support $3 billion in private investment for chip and wafer manufacturing.

We completed a Water and Wastewater Utility Rate Study, and provide economic development decision support, and ongoing comparative scenario analyses, and hold briefings and alignment workshops for elected officials.

● Great Lakes Water Authority (“GLWA”), Detroit, Michigan, Financial Services.

We serve as GLWA’s rate and financial consultant.

We provide annual cost of service studies, proposed schedule of recommended rates and charges, community-specific charge calculation sheets, member outreach and public hearing presentations regarding proposed changes to water and wastewater service charges, and other related support services at the request of GLWA.

Our clients primarily consist of investor and municipal owned energy utilities, public and governmental agencies including cities, counties, redevelopment agencies, water districts, school districts and universities, state agencies, federal agencies and a variety of other special districts and agencies.

We also provide services to private industry, hospitals, hotels, and a wide variety of other commercial enterprises.

We offer services that support bonded debt compliance reporting for cities, counties, states, school districts, water districts, housing authorities, 501(c)(3) and other municipal entities.

We provide federal compliance services to approximately 740 issuers in 43 states and the District of Columbia managing approximately $65 billion in municipal debt.

Our clients primarily consist of investor and municipal owned energy utilities, public and governmental agencies including cities, counties, redevelopment agencies, water districts, school districts and universities, state agencies, and a variety of other special districts and agencies.

We also provide services to private industry, hospitals, hotels, and a wide variety of other commercial and industrial enterprises.

We are organized to profitably manage numerous small and large contracts at the same time.

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however, several of our construction management service contracts exceed $20,000,000 and can range up to $130,000,000 in construction value.

In addition, many of our multi-year utility program management contracts exceed $10,000,000 and, two of our largest contracts have provided contract limits in excess of $100,000,000 in revenue over a period of five years for the management of utility incentive programs for the implementation of energy efficiency measures.

Our contracts typically have a duration of between two and thirty-six months, although we have city services contracts that have been renewed or re-awarded and in effect for over 30 years.

In addition, many of our multi-year utility program management contracts exceed $10,000,000 and, some of our largest contracts have provided contract limits in excess of $250,000,000 in revenue over a period of five years for the management of utility incentive programs for the implementation of energy efficiency measures.

Individual projects under our contracts typically have a duration of between two and twenty-four months, but our utility contracts often provide terms of up to five years and we have city services contracts that have been renewed or re-awarded and in effect for over 30 years.

Most of our contracts include a provision allowing for termination for convenience after reimbursement of any unbilled effort under the contract.

As of December 27, 2024, we had approximately 2,500 open projects.

During fiscal year 2024, we had no individual customers that accounted for more than 10% of our consolidated contract revenues and our top 10 customers accounted for 51.3% of our consolidated contract revenues.

Our largest clients are based in California and New York.

In fiscal year 2024, services provided to clients in California accounted for 43.9% of our consolidated contract revenue, and services provided to clients in New York accounted for 23.6% of our consolidated contract revenue.

We collaborate with the LADWP through the Commercial Direct Install Program, which is a small business lighting energy efficiency program that serves all commercial customers in the LADWP territory with demand up to 250kW.

As of January 2, 2026, we had approximately 2,600 open projects.

During fiscal year 2025, we had two individual customers that accounted for more than 10% of our consolidated contract revenues, Clark County School District and Southern California Edison.

Our top 10 customers accounted for 50.7% of our consolidated contract revenues.

Our largest clients are based in California, New York, and Nevada.

In fiscal year 2025, services provided to clients in California, New York, and Nevada accounted for 43.5%, 19.0%, and 11.8% of our consolidated contract revenue, respectively.

We collaborate with Southern California Edison (“SCE”) who has contracted with us to develop, implement, and offer their commercial energy services programs to SCE customers.

We work with the Clark County School District in Nevada in their Lighting Upgrade Project.

We are responsible for development, design, construction management, measurement, verification, operations and maintenance of the project components for over 200 schools and support facilities covering in excess of 23.7 million square-feet.

These projects included lighting replacement with LED technology and enhanced lighting controls projects at all included school buildings.

We also collaborate with the Los Angeles Department of Water and Power (“LADWP”) through the Commercial Direct Install Program, which is a small business lighting energy efficiency program that serves all commercial customers in the LADWP territory with demand up to 250kW.

On average, this program typically implements approximately 8,000 energy efficiency projects a year and has implemented over 100,000 projects since program inception in 2008.

Over that time, we have saved the LADWP and its customers over half a million MWh per year and almost one hundred MW of peak demand, and also provided lead generation identifying over 5,500 water efficiency upgrades.

We also collaborate with Duke Energy - Progress to manage the small business direct install program in North Carolina and South Carolina.

Over that time, we have saved the LADWP and its customers over half a million MWh per year and almost one hundred MW of peak demand.

We work with Duke Energy - Progress to manage the small business direct install program in North Carolina and South Carolina.

Since its launch in 2013, the program has grown to encompass all eligible Duke Energy customers in North Carolina, South Carolina, Indiana, and Kentucky.

The Small Business Energy Saver Program offers eligible commercial customers the opportunity to retrofit a comprehensive list of existing inefficient equipment with more energy-efficient measures.

The Small Business Energy Saver Program offers eligible

commercial customers the opportunity to retrofit a comprehensive list of existing inefficient equipment with more energy-efficient measures.

The program provides integrated turn-key services including program marketing, energy assessments, installation by local contractors, up to 80 percent incentives to offset the cost of projects, and education to encourage the replacement of existing equipment with improvements in lighting, refrigeration, and HVAC.

We continue to implement programs across these four states and have completed over 35,000 projects for Duke Energy resulting in over 925,000 MWh in savings to small businesses.

We implement Consolidated Edison’s Small and Medium Business Program across the utility's New York City and Westchester County service area, as well as Consolidated Edison’s Multifamily program, their largest energy efficiency program.

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The profitability achievable on a time-and-materials basis is driven by billable headcount, staff utilization, and cost control.

● Unit-based provisions require the delivery of specific units of work, such as energy efficiency savings goals measured in kWh or Therms, arbitrage rebate calculations, software access terms, dissemination of municipal securities continuing disclosure reports, or building plan checks, at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed.

● Unit-based provisions require the delivery of specific units of work, such as energy efficiency savings goals measured in kWh or Therms or other energy efficiency metrics, arbitrage rebate calculations, software access terms, dissemination of municipal securities continuing disclosure reports, or building plan checks, at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed.

● Fixed price provisions require all work under a contract to be performed for a specified lump sum, which may be subject to adjustment if the scope of the project changes.

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Consequently, the profitability, if any, of fixed price contracts can vary substantially.

We typically mitigate some of these risks through the use of fixed price subcontracts for services, material, and equipment.

We typically mitigate some of these risks through the use of fixed price subcontracts for services, material, and equipment which often cover the majority of the costs to be incurred under these contracts.

The following table presents, for the periods indicated, the approximate percentage of our contract revenue subject to each type of pricing provision:

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Award and incentive fees are recorded when they are fixed and determinable and consider customer contract terms.

For time-and-materials and fixed price contracts, we bill our clients periodically in accordance with the contract terms, based on costs incurred on either an hourly fee basis or on a percentage of completion basis or upon the

achievement of certain prescribed milestones, as the project progresses.

For unit-based contracts, we bill our clients upon delivery and completion of the contracted item or service, and in some cases, in advance of delivery.

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While we have a large volume of transactions and generally low customer concentration, the renewal, termination, or modification of a contract may have a material effect on our consolidated operations.

We define backlog as the future revenue we expect to receive from our contracts with clients.

Our contracts contain various types of pricing provisions, including fixed price, time-and-materials, and unit-based provisions.

Most of our contracts have specified funded ceilings, which define the maximum revenue to be derived under the contract terms.

The unused, or unrecognized, revenue ceiling, adjusted downward if we expect to ultimately recognize less revenue than the unused revenue ceiling, comprises the amount of backlog we report.

A small percentage of our client contracts, like some of our municipal service contracts, do not have a specified funded maximum ceiling as revenue is derived as a percentage of certain fees that are paid to the municipality, such as permitting fees.

In those cases, we estimate the amount of revenue expected for up to one year based on past utilization experience and include those expected revenues in the reported backlog.

For fixed price contracts, we include expected future revenue in backlog at the contract price when the contract has been executed, less any revenue recognized to date.

For time-and-materials contracts, we include expected future revenue at the contract ceiling amount when the contract has been executed, less any revenue recognized to date.

For unit-based contracts we include expected future revenue in backlog in the amount of total capacity under the contract when the contract has been executed, less any revenue recognized to date.

The total capacity of the unit-based contract is the amount that will be owed to us if we provide services up to the maximum of the contract.

Many of our utility

contracts have funded ceiling amounts that may or may not be fully utilized during the contract period due to a variety of factors.

In the event that we do not provide services up to total capacity, or in the event that we do not foresee being able to provide services up to that total capacity, we will remove those amounts from our backlog.

The funded value of some of our larger contracts cover time periods of up to five years.

Accordingly, their backlog value declines each year as revenue is recognized and the backlog level is not replenished unless and until the contract is renewed at the end of the contract period.

The impact of this effect means changes in backlog levels over relatively short periods of time may not be a reliable metric for predicting future growth.

Most of our contracts include provisions that allow for project cancellations or scope adjustments at the option of our clients, though those options are rarely exercised.

In the event that this occurs, any remaining contract value is removed from our backlog.

As of January 2, 2026, our total backlog was $1.0 billion.

For further information related our contract accounting, see Part II, Item 8, Note 1, “ Organization and Operations of the Company ”, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

The markets for energy efficiency and sustainability, engineering, construction management, economic and financial consulting, design planning and national preparedness services are competitive and highly fragmented.

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The range of competitors for any one project can vary depending upon technical specialties, the relative value of the project, geographic location, financial terms, risks associated with the work, and any client-imposed restrictions.

We often compete with many other firms ranging from small local firms to large international firms.

We often compete with many other technical service firms ranging from small local firms to large international firms.

Contract awards are based primarily on qualifications, relevant experience, staffing capabilities, geographic presence, financial stability, customer service, and price.

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We believe that the ability to understand these requirements and to successfully conduct business with utilities, governmental entities and agencies is a barrier to entry for potential competitors.

Unlike some of our competitors, we focus our services on utilities and public sector clients and generally exclude residential services.

Unlike some of our competitors, we focus our services on utilities, commercial and industrial markets, and public sector clients and generally exclude most residential services.

Utility and public sector clients generally choose among competing firms by weighing the quality, experience, innovation and timeliness of the firm’s services.

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Our Workforce

As of December 27, 2024, we employed a total of 1,761 employees, excluding contractors.

As of January 2, 2026, we employed a total of 1,814 employees, excluding contractors.

Our employees include, among others, licensed electrical, mechanical, structural, geotechnical and civil engineers;

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program managers;

policy advisors and information technology specialists.

policy advisors, economists, and information technology specialists.

We believe that we attract and retain highly skilled personnel with significant industry experience and strong client relationships by offering them challenging assignments in a dynamic work environment that recognizes, supports, and encourages diverse backgrounds and inter-cultural cooperation combined with compensation and employee benefit programs that are competitive with those offered by our competitors.

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Environmental Stewardship

As a leading energy solutions provider and sustainability consultant, climate change mitigation is at the core of our identity.

We deliver comprehensive sustainable solutions to our clients to reduce their carbon intensity and facilitate their transition to a net-zero carbon future.

As a leading energy solutions provider and sustainability consultant, environmental sustainability, including climate change mitigation, is at the core of our identity.

We deliver comprehensive solutions to our clients to reduce their carbon intensity and facilitate their transition to a net-zero carbon future.

We provide planning and policy analysis for governments, regulators, and utilities, as well as innovative financing programs that bring the benefit of clean energy to underserved neighborhoods and disadvantaged customers.

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Consequently, we believe it is important to protect our brand identity through trademark registrations.

The Willdan, Willdan Group, Inc., Willdan Engineering, Willdan Energy Company, Willdan Financial Services, and Willdan Energy Solutions names are service marks of ours, and we have obtained service marks for “E3”, “Willdan” and our stylized “W” logo.

We have also obtained federal service mark registration with the United States Patent and Trademark Office for the “Willdan” name and “Willdan Group, Inc.” name.

The Willdan, Willdan Group, Inc., Willdan Engineering, Willdan Energy Company, Willdan Financial Services, and Willdan Energy Solutions names are service marks of ours.

We have obtained federal service mark registration with the United States Patent and Trademark Office for the “Willdan” and “Willdan Group, Inc.” names, and our stylized “W” logo.

The name and logo of our proprietary software, MuniMagic+SM, our California energy efficiency CEDA, as well as our proprietary platform as a service VIEWPOINT are also registered marks, and we have registered a federal copyright for the source code for the MuniMagic+SM software.

In connection with our acquisitions, we have obtained the trademark for our “LoadSEER” software, have obtained the patent for “Optimization of Microgrid Energy Use and Distribution”, have obtained the service marks for the Enerpath, Enerworks and Lime/Green Dial Design, and have obtained the registered copyright of Lime, Lime Energy, and Main Street Efficiency, NEO, Net Energy Optimizer, Collaboration Analysis Research, and several Weidt Group designs.

In connection with our acquisitions, we have obtained trademarks for E3, Enerpath, Enerworks, Main Street Efficiency, NEO, Net Energy Optimizer, Collaboration Analysis Research, LoadSEER, several Weidt Group designs and the patent for “Optimization of Microgrid Energy Use and Distribution”.

Available Information

We maintain an Internet website at http://www.willdan.com.

Through our website, in the “Investors” section under the heading “SEC Filings”, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.

We also make available on this website our prior earnings calls under the heading “Events and Presentations” and our Code of Ethical Conduct under the heading “Corporate Governance.” The information on our website is not a part of or incorporated by reference into this filing.

Through our website, in the “Investors” section under the heading “Financial—SEC Filings”, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.

We also make available on this website our prior earnings calls under the heading “Events and Presentations” and our Code of Ethical Conduct under the heading “Governance.” The information on our website is not a part of or incorporated by reference into this filing.

The SEC maintains an Internet site that contains reports, proxy, and information statements and other information regarding our filings at http://www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business