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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): October 30, 2025
_______________________________
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 October 30, 2025, Exponent, Inc. issued a press release announcing its financial results for the third quarter ended October 3, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated by reference.
Item 7.01. Regulation FD Disclosure.
On October 30, 2025, Exponent, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $0.30 per share to be paid on December 19, 2025, to all common stockholders of record as of December 5, 2025. The Board of Directors also authorized an additional $100 million for share repurchases. This is in addition to the $21.6 million available for repurchase as of October 3, 2025. 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 October 30, 2025 | | |
| 99.2 | | Press Release dated October 30, 2025 | | |
| 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: October 30, 2025 | By: | /s/ Richard L. Schlenker |
| | | Richard L. Schlenker |
| | | Executive Vice President, Chief Financial Officer, and Corporate Secretary |
| | | |
