Form 8-K

8-K — EXPONENT INC

Accession: 0001171843-26-005081

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0000851520

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — f8k_073026.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

EX-99.2 — PRESS RELEASE (exh_992.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

_______________________________

Exponent, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 0-18655 77-0218904

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

149 Commonwealth Drive

Menlo Park, California 94025

(Address of Principal Executive Offices) (Zip Code)

(650) 326-9400

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.001 per share EXPO Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 30, 2026, Exponent, Inc. issued a press release announcing its financial results for the second quarter ended July 3, 2026. The press release is attached hereto as Exhibit 99.1 and incorporated by reference.

Item 7.01. Regulation FD Disclosure.

On July 30, 2026, Exponent, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $0.31 per share to be paid on September 18, 2026, to all common stockholders of record as of September 4, 2026. The Board of Directors also authorized an additional $50 million for share repurchases. A copy of the press release announcing the dividend and additional share repurchase authorization is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release dated July 30, 2026

99.2 Press Release dated July 30, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exponent, Inc.

Date: July 30, 2026 By: /s/ Eric Anderson

Eric Anderson

Chief Financial Officer

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EXHIBIT 99.1

Exponent Reports Second Quarter 2026 Financial Results

MENLO PARK, Calif., July 30, 2026 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq: EXPO) today reported financial results for the second quarter of fiscal year 2026 ended July 3, 2026.

“Exponent delivered another strong quarter, with double-digit growth in revenues and earnings reflecting continued demand for our specialized expertise across industries,” stated Dr. Catherine Corrigan, Chief Executive Officer. “Our proactive work experienced strong growth in the quarter, led by demand for user research studies as clients accelerate the development of AI-enabled products across an increasingly diverse range of hardware form factors and applications, with engagements continuing to expand in scope, scale and complexity. Proactive activity was also supported by increased risk management and infrastructure-related engagements in the utility sector. Reactive work grew, with strong demand for our dispute-related expertise from the consumer products, chemicals, and transportation industries.

“These results reflect the powerful long-term trends driving our business, including rapid technological innovation, increasing complexity, growing energy demand, investment in resilient power and digital infrastructure, and rising expectations for safety, reliability, and performance. As artificial intelligence becomes embedded in an expanding array of physical products and systems, organizations face increasingly daunting human factors, operational, and risk management challenges that extend well beyond software. Clients turn to Exponent when they encounter critical questions involving the interaction of technology, people, and complex real-world environments, particularly when the consequences of failure are exceptionally high. Our multidisciplinary teams provide the independent, science-based insights needed to accelerate innovation, improve decision-making, and reduce high-consequence risk in areas where few organizations possess comparable expertise,” Dr. Corrigan continued.

Second Quarter Financial Results

Total revenues and revenues before reimbursements for the second quarter of 2026 increased 21% to $171.6 million and 12% to $148.9 million, respectively, as compared to $142.0 million and $132.9 million in the second quarter of 2025.

Net income increased to $29.4 million, or $0.60 per diluted share, in the second quarter of 2026, as compared to $26.6 million, or $0.52 per diluted share, in the same period of 2025. The tax impact associated with share-based awards was immaterial in both the second quarter of 2026 and 2025. Exponent’s consolidated tax rate was 27.9% in the second quarter of 2026, unchanged from the same period in 2025.

EBITDA1 increased to $42.7 million, or 28.7% of revenues before reimbursements, in the second quarter of 2026, as compared to $37.0 million, or 27.8% of revenues before reimbursements in the second quarter of 2025.

Year-to-Date Financial Results

Total revenues and revenues before reimbursements for the first half of 2026 increased 18% to $337.9 million and 11% to $300.7 million, respectively, as compared to $287.5 million and $270.3 million in the same period of 2025.

Net income increased to $59.0 million, or $1.19 per diluted share, in the first half of 2026, as compared to $53.2 million, or $1.03 per diluted share, in the same period of 2025. During the first half of 2026, we realized a negative tax impact associated with share-based awards of $0.8 million as compared to $0.5 million in the first half of 2025. Inclusive of the tax impact associated with share-based awards, Exponent’s consolidated tax rate was 29.0% in the first half of 2026, as compared to 28.7% for the same period last year.

EBITDA1 increased to $85.9 million, or 28.6% of revenues before reimbursements, in the first half of 2026, as compared to $74.5 million, or 27.6% of revenues before reimbursements, in the first half of 2025.

For the first half of 2026, Exponent paid $31.3 million in dividends, repurchased $146.1 million of common stock, and closed the period with $66.6 million in cash and cash equivalents.

In a separate press release today, Exponent announced its quarterly cash dividend of $0.31 to be paid on September 18, 2026, and reiterated its intent to continue to pay quarterly dividends. Additionally, Exponent’s Board of Directors approved an increase in the current stock repurchase program of $50 million.

Business Overview

Exponent’s engineering and other scientific segment represented 85% of the Company’s revenues before reimbursements in the second quarter and through the first two quarters of 2026. Revenues before reimbursements in this segment increased 13% during the second quarter and 12% during the first half of 2026, as compared to the prior year period. Growth during the quarter was driven by strong user research activity in consumer electronics, risk management and infrastructure-related work in the utilities sector, and reactive engagements across the consumer products, chemicals, and transportation industries.

Exponent’s environmental and health segment represented 15% of the Company’s revenues before reimbursements in the second quarter and through the first two quarters of 2026. Revenues before reimbursements in this segment increased 9% during the second quarter and 5% during the first half of 2026, as compared to the same period in the prior year. Growth during the quarter was driven by engagements evaluating the impacts of chemicals on human health and the environment.

Business Outlook

“Our second quarter results demonstrate continued disciplined execution across the business, with strong utilization of 74% contributing to performance that exceeded our expectations,” commented Eric Anderson, Chief Financial Officer. “We continued to invest in our talent and capabilities while maintaining a disciplined capital allocation strategy, returning a combined $272 million to shareholders over the last twelve months through share repurchases and our ongoing dividend program.”

For the third quarter of fiscal 2026 as compared to the same period one year prior, Exponent anticipates:

Revenues before reimbursements to grow 8% to 10%; and,

EBITDA1 to be 28.0% to 28.5% of revenues before reimbursements.

For the full fiscal year 2026 as compared to fiscal year 2025, Exponent is raising its revenue and margin guidance, anticipating:

Revenues before reimbursements to grow 9% to 10%; and,

EBITDA1 to be 27.8% to 28.1% of revenues before reimbursements.

“Exponent remains well positioned to support clients as emerging technologies, critical infrastructure, and increasingly complex and interconnected systems reshape industries around the world,” Dr. Corrigan said. “Whether helping clients evaluate AI-enabled products, enhancing the resilience and performance of infrastructure, or navigating complex technical and regulatory challenges, our expert ecosystem provides the rigorous, independent insights needed when the stakes are high. We remain confident in our ability to expand our impact across industries and deliver long-term value for our shareholders.”

Today’s Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, Thursday, July 30, 2026, starting at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. The audio of the conference call is available by dialing (844) 481-2781 or (412) 317-0672. A live webcast of the call will be available on the Investor Relations section of the Company’s website at www.exponent.com/investors. For those unable to listen to the live webcast, a replay of the call will also be available on the Exponent website, or by dialing (855) 669-9658 or (412) 317-0088 and entering passcode 7563057#.

Use of non-GAAP Financial Measures 1

EBITDA is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation, and amortization. EBITDAS is a non-GAAP financial measure defined by the Company as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance and cash flow to complement operating income, net income, and other GAAP financial performance measures. Additionally, management believes that EBITDA and EBITDAS provide meaningful comparisons of past, present, and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. These measures, however, should be considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP.

Exponent has provided its outlook regarding EBITDA as a percentage of revenues before reimbursements. The Company has not reconciled this non-GAAP financial measure to the corresponding GAAP financial measure because guidance for the various reconciling items is not provided and the Company is unable to estimate with reasonable certainty the effect of these items without unreasonable effort. For example, the Company is unable to estimate with reasonable certainty the impact of equity awards on Exponent’s taxes without unreasonable effort. These items are uncertain, depend on various factors, and may have a material effect on Exponent’s results computed in accordance with GAAP. A reconciliation between the historical GAAP and non-GAAP financial measures presented in this release is provided in the financial tables at the end of this release.

About Exponent

Exponent brings together 90+ technical disciplines and 950+ consultants to help our clients navigate the increasing complexity of more than a dozen industries, connecting decades of pioneering work in failure analysis to develop solutions for a safer, healthier, more sustainable world.

Exponent’s consultants deliver the highest value by leveraging multidisciplinary expertise and resources from across Exponent’s offices in North America, Asia, and Europe. Exponent’s consultants, laboratories, and integrated technical platform work seamlessly together around the globe, enabling us to produce the breakthrough insights needed to help multinational companies, startups, law firms, insurance companies, governments, and society respond to incidents and push their products and processes forward at speed.

Exponent may be reached at (888) 656-EXPO, info@exponent.com, or www.exponent.com.

Forward Looking Statements

This news release contains, and incorporates by reference, certain “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) that are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. When used in this document and in the documents incorporated herein by reference, the words “intend,” “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to the Company or its management, identify such forward-looking statements. Such statements reflect the current views of the Company or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company’s actual results, performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Factors that could cause or contribute to such material differences include the possibility that the demand for our services may decline as a result of changes in generally applicable and industry-specific economic conditions, the timing of engagements for our services, the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain key employees, the effect of tort reform and government regulation on our business, and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10-K under the heading “Risk Factors” and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.

Source: Exponent, Inc.

EXPONENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three and Six Months Ended July 3, 2026 and July 4, 2025

(unaudited)

(in thousands, except per share data)

Quarter Ended

Six Months Ended

July 3,

July 4,

July 3,

July 4,

2026

2025

2026

2025

Revenues

Revenues before reimbursements $ 148,860 $ 132,868 $ 300,677 $ 270,305

Reimbursements 22,752 9,094 37,238 17,164

Revenues 171,612 141,962 337,915 287,469

Operating expenses

Compensation and related expenses 100,571 97,474 191,980 173,377

Other operating expenses 12,865 12,072 25,690 24,167

Reimbursable expenses 22,752 9,094 37,238 17,164

General and administrative expenses 7,402 6,145 13,606 11,152

143,590 124,785 268,514 225,860

Operating income 28,022 17,177 69,401 61,609

Other income

Interest income, net 716 2,344 2,434 5,058

Miscellaneous income (expense), net 12,028 17,294 11,270 7,908

12,744 19,638 13,704 12,966

Income before income taxes 40,766 36,815 83,105 74,575

Income taxes 11,371 10,262 24,141 21,372

Net income $ 29,395 $ 26,553 $ 58,964 $ 53,203

Net income per share:

Basic $ 0.60 $ 0.52 $ 1.20 $ 1.04

Diluted $ 0.60 $ 0.52 $ 1.19 $ 1.03

Shares used in per share computations:

Basic 48,753 51,185 49,271 51,234

Diluted 48,987 51,502 49,571 51,587

EXPONENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

July 3, 2026 and January 2, 2026

(unaudited)

(in thousands)

July 3, January 2,

2026

Assets

Current assets:

Cash and cash equivalents $ 66,629 $ 221,930

Accounts receivable, net 218,504 181,507

Prepaid expenses and other assets 26,881 24,143

Total current assets 312,014 427,580

Property, equipment and leasehold improvements, net 70,854 71,981

Operating lease right-of-use asset 68,954 73,376

Goodwill

8,607 8,607

Other assets

192,294 195,975

$ 652,723 $ 777,519

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable and accrued liabilities $ 26,942 $ 30,942

Accrued payroll and employee benefits 102,186 121,302

Deferred revenues 21,953 18,868

Operating lease liability 6,757 6,890

Total current liabilities 157,838 178,002

Other liabilities

132,305 133,232

Operating lease liability 73,964 75,944

Total liabilities 364,107 387,178

Stockholders' equity:

Common stock 66 66

Additional paid-in capital 389,568 369,747

Accumulated other comprehensive loss (2,378 ) (2,290 )

Retained earnings 696,405 668,423

Treasury stock, at cost (795,045 ) (645,605 )

Total stockholders' equity 288,616 390,341

$ 652,723 $ 777,519

EXPONENT, INC.

EBITDA and EBITDAS (1)

For the Three and Six Months Ended July 3, 2026 and July 4, 2025

(unaudited)

(in thousands)

Quarter Ended Six Months Ended

July 3, July 4, July 3, July 4,

2026

2025

2026

2025

Net Income $ 29,395 $ 26,553 $ 58,964 $ 53,203

Add back (subtract):

Income taxes 11,371 10,262 24,141 21,372

Interest income, net (716 ) (2,344 ) (2,434 ) (5,058 )

Depreciation and amortization 2,678 2,520 5,193 5,012

EBITDA (1) 42,728 36,991 85,864 74,529

Stock-based compensation 6,680 5,246 15,738 13,426

EBITDAS (1) $ 49,408 $ 42,237 $ 101,602 $ 87,955

(1) EBITDA is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization. EBITDAS is a non-GAAP financial measure defined by the Company as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance and cash flow to complement operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDA and EBITDAS provide meaningful comparisons of past, present and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. These measures, however, should be considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP.

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EXHIBIT 99.2

Exponent Declares Regular Quarterly Dividend for Q3 2026 and Increases Stock Repurchase Authorization by $50 Million

MENLO PARK, Calif., July 30, 2026 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq: EXPO) today announced that its Board of Directors has declared a quarterly cash dividend of $0.31 per share of common stock to be paid on September 18, 2026, to all common stockholders of record as of September 4, 2026.

Exponent has paid, and expects to continue to pay, quarterly dividends each year in March, June, September, and December. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of Exponent’s Board of Directors.

In addition, Exponent’s Board of Directors increased the Company’s authority to repurchase shares of its common stock by $50 million.

“Our quarterly dividend and increased share repurchase authorization reflects the strength and durability of Exponent’s business model and our disciplined approach to capital allocation,” commented Dr. Catherine Corrigan, Chief Executive Officer. “Supported by our strong financial foundation and differentiated market position, we remain committed to returning capital to shareholders while investing in long-term growth opportunities.”

About Exponent

Exponent may be reached at (888) 656-EXPO, info@exponent.com, or www.exponent.com.

Forward Looking Statements

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration