Willdan Group (WLDN) Adopts Equity Award Plan Amendment

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The short version

Willdan Group's board adopted an amended equity incentive plan on April 20, 2026, scheduled to take effect June 17, 2026, pending stockholder approval. The plan covers stock options, restricted stock, and other equity awards to employees and non-employee directors, with annual grant limits of $200,000 for non-employee directors (or $400,000 for the board chair or new directors) and a ten-year term from the board adoption date.

Willdan Group, Inc. (WLDN) announced that its board of directors adopted an amended and restated equity incentive plan on April 20, 2026. The plan is set to become effective on June 17, 2026, contingent on stockholder approval at that time.

What the Plan Covers

The equity plan allows the company to grant stock options, restricted stock, performance stock, stock units, and other equity awards to eligible employees and company officers. Non-employee directors are also eligible to receive awards under the plan.

The plan is administered by the board or by committees designated by the board. Administrators have authority to decide which employees and directors receive awards, set the number of shares involved, and determine vesting schedules and performance targets.

Key Limits and Rules

Non-employee directors can receive annual grants with a fair value of up to $200,000 per calendar year. This limit increases to $400,000 per year for directors serving as board chair or lead independent director, or for new directors in their first calendar year of service.

Incentive stock options—a type of option that may offer favorable tax treatment—are subject to a $100,000 annual limit per employee under federal tax law. Options and other awards typically cannot exceed a ten-year term.

Plan Duration and Amendment

The plan remains in effect for ten years from the April 20, 2026 board adoption date, unless the board terminates it earlier or stockholders extend it. After the plan expires, no new awards may be granted, but previously issued awards remain valid and enforceable under their original terms.

The board may amend, modify, or suspend the plan at any time. Any changes that would materially harm a participant's existing rights require the participant's written consent.

Adjustment for Corporate Events

If Willdan undergoes a major transaction—such as a merger, sale of substantially all assets, or dissolution—the plan provides that outstanding equity awards may be assumed or converted in connection with the transaction. In certain cases, unvested awards may become fully vested upon such an event, unless the acquiring company assumes the awards or otherwise provides for their continuation.

Key facts

Willdan Group board adopted an amended equity incentive plan on April 20, 2026

Plan scheduled to take effect June 17, 2026, subject to stockholder approval

Plan covers stock options, restricted stock, performance stock, stock units, and other equity awards

Non-employee director annual grant limit: $200,000 fair value

Non-employee director annual grant limit for board chair, lead independent director, or new directors: $400,000

Incentive stock option annual limit: $100,000 under federal tax law

Plan term: ten years from April 20, 2026 board adoption date, unless earlier terminated

Eligible recipients: employees, officers, and non-employee directors

Plan originally effective June 9, 2008; now amended

Why it matters

Equity plans are a standard tool for retaining and motivating employees and board members by allowing them to own a stake in the company. This amendment updates Willdan's plan with current administrative structures and federal tax rules governing stock options. The stockholder approval requirement on June 17, 2026, suggests this was a material revision that needed broader shareholder consent—likely a change in scope, share authorization, or terms that affects existing or future award recipients.

Frequently asked

When does the amended equity plan take effect?

The plan is scheduled to become effective on June 17, 2026, subject to stockholder approval on that date.

What types of awards can be granted under the plan?

The plan permits grants of stock options (both incentive and non-qualified), restricted stock, performance stock, stock units, phantom stock, and other equity-based awards tied to the value of Willdan's common stock.

How much can a non-employee director receive in annual grants?

Non-employee directors can receive annual awards with a fair value of up to $200,000, or $400,000 if they serve as board chair, lead independent director, or are new to the board in that calendar year.

How long does the plan remain in effect?

The plan is effective for ten years from the April 20, 2026 board adoption date, unless the board terminates it earlier or stockholders approve an extension.

What the filing reported

5.02 Departure/Election of Directors or Officers

5.07 Other reported item

9.01 Financial Statements & Exhibits