What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-07 · 36 added, 49 removed, 106 unchanged (45% of the section changed)

5 unchanged sentences

Early, as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this Annual Report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 27, 2024.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, as of December 27, 2024.

Management’s Report on Internal Control Over Financial Reporting

2 unchanged sentences

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 27, 2024.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of January 2, 2026.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework).

Our management concluded that, as of December 27, 2024, our internal control over financial reporting was effective based on these criteria.

As discussed in Note 13, “ Business Combinations ”, to our consolidated financial statements, we acquired Enica on October 23, 2024.

As permitted by guidelines established by the SEC for newly acquired business, we excluded the acquisition from the scope of our assessment on internal controls over financial reporting for the fiscal year ended December 27, 2024.

This acquisition contributed $3.1 million of total assets and $1.3 million of total liabilities, respectively, to our consolidated balance sheet as of December 27, 2024, and $1.8 million to our consolidated revenues for the fiscal year ended December 27, 2024.

We are in the process of integrating this business into our overall internal controls over financial reporting process and plan to include our assessment of the business’ internal control over financial reporting within one year of the applicable acquisition date.

Our management concluded that, as of January 2, 2026, our internal control over financial reporting was effective based on these criteria.

As discussed in Note 13, “ Business Combinations ”, to our consolidated financial statements, we acquired Alpha Inspections, Inc.

(“Alpha”) on January 31, 2025, Alternative Power Generation, Inc.

(“APG”) on March 3, 2025, and Compass Municipal Advisors, LLC (“Compass”), on January 2, 2026.

These acquisitions contributed $12.4 million of total assets and $13.0 million of total liabilities, respectively, to our consolidated balance sheet as of January 2, 2026, and $30.4 million to our consolidated revenues for the fiscal year ended January 2, 2026.

We are in the process of integrating these businesses into our overall internal controls over financial reporting process and plan to include our assessment of the businesses’ internal control over financial reporting within one year of the applicable acquisition date.

Report of Independent Registered Public Accounting Firm

Crowe LLP, the independent registered public accounting firm that audited the fiscal year 2024 consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 27, 2024, which is included herein.

Crowe LLP, the independent registered public accounting firm that audited the fiscal year 2025 consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of January 2, 2026, which is included herein.

Changes in Internal Controls

On October 23, 2024, we completed the acquisition of Enica.

Prior to the acquisition, Enica was privately-held company and was not subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance requirements applicable to public reporting companies.

As part of our ongoing integration activities, we are continuing to incorporate our controls and procedures into Enica and, if needed, to augment our company-wide controls to reflect the risks that may be inherent in the acquisition of this privately-held company.

Other than our integration of Enica, there have been no changes in our internal control over financial reporting during the quarter ended December 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On January 31, 2025, March 3, 2025, and January 2, 2026, we completed the acquisition of Alpha, APG, and Compass, respectively.

Prior to their acquisition, Alpha, APG, and Compass were privately-held companies and were not subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance requirements applicable to public reporting companies.

As part of our ongoing integration activities, we are continuing to incorporate our controls and procedures into Alpha, APG, and Compass, and, if needed, to augment our company-wide controls to reflect the risks that may be inherent in the acquisitions of these privately-held companies.

Other than our integrations of Alpha, APG, and Compass, there have been no changes in our internal control over financial reporting during the quarter ended January 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Rule 10b5 - 1

Because we are filing this Annual Report within four business days after the triggering event, we are making the following disclosure under this “Item 9B.

Other Information” instead of filing a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement, and Item 3.02 Unregistered Sales of Equity Securities.

Item 1.01 Entry into a Material Definitive Agreement

On March 3, 2025 (the “APG Closing Date”), the Company, through its wholly owned subsidiary, WES, acquired all of the capital stock of Alternative Power Generation, Inc.

(“APG”), pursuant to the terms of the Stock Purchase Agreement, dated as of March 3, 2025 (the “APG Stock Purchase Agreement”), by and among the Company, WES, and each of the stockholders of APG (the “APG Stockholders”).

Pursuant to the terms of the APG Stock Purchase Agreement, the Company agreed to pay up to $43.5 million for the purchase of all the capital stock of APG, which purchase price consists of (i) $19.5 million in cash paid on the APG Closing Date (subject to holdbacks and adjustments), (ii) $6.0 million in shares of the Company’s common stock, based on the closing average price per share of the Company’s common stock for the twenty trading days preceding the APG Closing Date, and (iii) up to $18.0 million in cash if APG exceeds certain financial targets during the three years after the APG Closing Date, as more fully described below (such potential payments of up to $18.0 million being referred to as “APG Earnout Payments” and $18.0 million in respect thereof, being referred to as the “APG Maximum Payout”).

The Company issued 176,524 shares of the Company’s common stock and the shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The amount of the APG Earnout Payments to be paid will be determined based on APG’s earnings before interest, taxes, depreciation and amortization (“APG EBITDA”).

The APG Stockholders will receive APG Earnout Payments in each of the three years after the APG Closing Date (the “APG Earnout Period”) based on the amount by which APG EBITDA exceeds certain targets.

The amounts due to the APG Stockholders as APG Earnout Payments will in no event, individually or in the aggregate, exceed the APG Maximum Payout.

APG Earnout Payments will be made in annual installments for each of the three years of the APG Earnout Period.

In addition, the APG Earnout Payments will be subject to certain subordination provisions in favor of the lenders under the Company’s Credit Agreement.

The APG Stock Purchase Agreement contains customary representations and warranties regarding the Company, WES, APG, and the APG Stockholders, indemnification provisions, and other provisions customary for transactions of this nature.

The Company used cash on hand to fund the initial purchase price.

APG provides innovative, progressive, and customized electric power solutions for EV charging, solar, AI data centers, microgrids, battery energy storage systems (BESS), and substations.

APG offers consulting, design, engineering, procurement, and construction management.

APG’s financial information will be included within the Energy segment beginning in the first quarter of fiscal year 2025 and the Company expects to finalize the purchase price allocation related to this transaction by the end of the fourth quarter of fiscal year 2025.

Item 3.02 Unregistered Sales of Equity Securities.

The information described in Item 1.01 above is hereby incorporated herein by reference.

There are no disclosures required by this Item 9B, including those relating to “Rule 10b5-1 trading arrangements ” and “non-Rule 10b5-1 trading arrangements ,” as those terms are defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

The information required by this item is incorporated by reference to Willdan Group, Inc.’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the Company’s 2025 fiscal year.

We have posted our Code of Ethical Conduct on our website, www.willdan.com, under the heading “Investors—Corporate Governance—Governance Documents.” The Code of Ethical Conduct applies to our Chief Executive Officer and Chief Financial Officer.

We have posted our Code of Ethical Conduct on our website, www.willdan.com, under the heading “Investors—Governance—Governance Documents.” The Code of Ethical Conduct applies to our Chief Executive Officer and Chief Financial Officer.

Upon request and free of charge, we will provide any person with a copy of the Code of Ethical Conduct.

Business—Available Information.” To the extent required by rules adopted by the SEC and the Nasdaq Stock Market, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors on our website at www.willdan.com under “Investors—Corporate Governance.”

EXECUTIVE COMPENSATION

16 unchanged sentences

Exhibit Description

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.

(incorporated by reference to Exhibit 2.1 to Willdan Group, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2025).

First Amended and Restated Certificate of Incorporation of Willdan Group, Inc.

9 unchanged sentences

and its subsidiaries.

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).

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.

as Joint Lead Arranger, Joint Book Runner and Syndication Agent (incorporated by reference to Exhibit 10.1 to Willdan Group, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2025).

Exhibit Description

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).

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 Description

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).

17 unchanged sentences

and Micah Chen, dated November 13, 2024 (incorporated by reference to Exhibit 10.3 to Willdan Group, Inc.’s Current Report on Form 8-K, filed with the SEC on November 18, 2024).

Insider Trading Policy.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 6, 2025).

Subsidiaries of Willdan Group, Inc.

5 unchanged sentences

1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

Exhibit Description

Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to Willdan Group, Inc.’s Annual Report on Form 10-K filed on March 8, 2024).

3 unchanged sentences

Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit Description

Inline XBRL Taxonomy Extension Label Linkbase Document

10 unchanged sentences

Chief Financial Officer and Executive Vice President

March 6, 2025

February 26, 2026

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Creighton K.

3 unchanged sentences

President, Chief Executive Officer and Director (principal executive officer)

March 6, 2025

February 26, 2026

/s/ Creighton K.

Chief Financial Officer and Executive Vice President (principal financial officer and principal accounting officer)

March 6, 2025

February 26, 2026

/s/ Thomas D.

Chairman of the Board and Director

March 6, 2025

February 26, 2026

/s/ Steven A.

March 6, 2025

February 26, 2026

/s/ Cynthia A.

March 6, 2025

February 26, 2026

/s/ Dennis V.

March 6, 2025

February 26, 2026

/s/ Mohammad Shahidehpour

March 6, 2025

February 26, 2026

Mohammad Shahidehpour

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 9A. Controls and Procedures