Item 5. Other Information
ITEM 5. Other Information
We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to 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 May 4, 2026 (the “Burton Closing Date”), the Company, through its wholly owned subsidiary, WES, acquired all of the equity of Burton, pursuant to the terms of the Equity Purchase Agreement, dated as of May 4, 2026 (the “Burton Equity Purchase Agreement”), by and among the Company, WES, and each of the shareholders of Burton (the “Burton Shareholders”).
Pursuant to the terms of the Burton Equity Purchase Agreement, the Company agreed to pay up to $74.0 million for the purchase of all the equity of Burton, consisting of (i) $52.0 million in cash paid on the Burton Closing Date (subject to holdbacks and adjustments), (ii) $10.0 million in shares of the Company’s common stock, based on the volume weighted closing average price per share of the Company’s common stock for the twenty trading days immediately preceding the third trading day prior to the Burton Closing Date, and (iii) up to $12.0 million in cash if Burton exceeds certain financial targets during the two years after the Burton Closing Date, as more fully described below (such potential payments of up to $12.0 million being referred to as “Burton Earnout Payments” and $12.0 million in respect thereof, being referred to as the “Burton Maximum Payout”). The Company issued 131,626 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 Burton Earnout Payments to be paid will be determined based on Burton’s earnings before interest, taxes, depreciation and amortization (“Burton EBITDA”). The Burton Shareholders will receive Burton Earnout Payments in each of the two years after the Burton Closing Date (the “Burton Earnout Period”) based on the amount by which Burton EBITDA exceeds certain targets. The amounts due to the Burton Shareholders as Burton Earnout Payments will in no event, individually or in the aggregate, exceed the Burton Maximum Payout. Burton Earnout Payments will be made in annual installments for each of the two years of the Burton Earnout Period. In addition, the Burton Earnout Payments will be subject to certain subordination provisions in favor of the lenders under the Company’s Amended and Restated Credit Agreement.
The Burton Equity Purchase Agreement contains customary representations and warranties regarding the Company, WES, Burton, and the Burton Shareholders, indemnification provisions, and other provisions customary for transactions of this nature.
The Company borrowed $30.0 million from its revolving credit facility and used cash on hand to fund the initial purchase price.
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Burton provides comprehensive energy management and energy efficiency consulting for multi-site corporations, helping them reduce energy, water, and waste costs through utility data management and rate optimization, energy procurement and risk management, energy and water conservation/audits, and turnkey HVAC and EMS program management. Burton’s financial information will be included within the Energy segment beginning in the second quarter of fiscal year 2026 and the Company expects to finalize the purchase price allocation related to this transaction by the end of the first quarter of fiscal year 2027.
Item 3.02 Unregistered Sales of Equity Securities.
The information described in Item 1.01 above is hereby incorporated herein by reference.
The foregoing description of the Burton Equity Purchase Agreement is qualified in its entirety by reference to the full text of the Burton Equity Purchase Agreement, a copy of which is filed as Exhibit 2.2 to this Quarterly Report on Form 10-Q.
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ITEM 6. Exhibits
Exhibit
Number
Exhibit Description
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. (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).
2.2 ‡
Equity Purchase Agreement, dated as of May 4, 2026, by and among Willdan Group, Inc., Willdan Energy Solutions, Inc., and each of the shareholders of Burton Energy Group, LLC.
3.1
First Amended and Restated Certificate of Incorporation of Willdan Group, Inc. (incorporated by reference to Willdan Group, Inc.’s Registration Statement on Form S-1, filed with the SEC on August 9, 2006, as amended (File No. 333-136444)) .
3.2
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).
4.1
Specimen Stock Certificate for shares of the Registrant’s Common Stock (incorporated by reference to Willdan Group, Inc.’s Registration Statement on Form S-1, filed with the SEC on August 9, 2006, as amended (File No. 333-136444)) .
4.2
The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of each instrument with respect to issues of long-term debt of Willdan Group, Inc. and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of Willdan Group, Inc. and its subsidiaries.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002 .
32.1**
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 .
101.INS*
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Filed herewith.
**
Furnished herewith.
‡
Portions of the referenced exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because it (i) is not material and (ii) is the type of information the Company customarily treats as private or confidential.
¥
All schedules and exhibits were omitted pursuant to Item 601(a)(5) of Regulation S-K.
† Indicates a management contract or compensating plan or arrangement
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WILLDAN GROUP, INC.
/s/ Creighton K. Early
Creighton K. Early
Chief Financial Officer and Executive Vice President
(Principal Financial Officer, Principal Accounting Officer and duly authorized officer)
May 7, 2026
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.