Exponent (EXPO) CFO converts RSUs to stock and withholds shares for taxes

Rhea-AI Filing Summary

Exponent Inc.’s EVP & Chief Financial Officer Richard L. Schlenker Jr. exercised vested equity awards and had shares withheld for taxes. He converted 7,630 Restricted Stock Units granted on March 11, 2022 into 7,630 shares of Common Stock on a 1:1 basis. To satisfy tax withholding obligations, 3,694 Common Stock shares were withheld by the company, leaving him with 230,351 Common Stock shares held directly after these transactions. These actions represent routine equity compensation vesting and related tax settlement rather than open-market buying or selling.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCHLENKER RICHARD L JR

(Last) (First) (Middle)

149 COMMONWEALTH DRIVE

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EXPONENT INC [ EXPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/11/2026		M(1)		7,630	A	(2)	234,045	D
Common Stock	03/11/2026		F(3)		3,694	D	$70.03	230,351	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/11/2026		M(1)			7,630	03/11/2026	03/11/2026	Common Stock	7,630	(2)	0	D

Explanation of Responses:

1. Reflects the conversion of shares of vested Restricted Stock Units granted on March 11, 2022 into shares of Common Stock on a 1:1 basis.

2. Not applicable.

3. Reflects shares of common stock withheld by the Company to satify the tax withholding obligations of the Reporting Person.

	By: Wendy Whitehouse For: Richard L. Schlenker, Jr.	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Exponent (EXPO) report for Richard L. Schlenker Jr.?

Exponent reported that EVP & CFO Richard L. Schlenker Jr. exercised 7,630 Restricted Stock Units into Common Stock. These units were originally granted on March 11, 2022 and converted on a 1:1 basis, reflecting routine vesting of previously awarded equity compensation, not an open-market purchase.

How many Exponent (EXPO) shares did the CFO receive and what happened to them?

The CFO received 7,630 shares of Exponent Common Stock through RSU conversion. Of these, 3,694 shares were withheld by the company to cover tax obligations. After the tax withholding disposition, he reported holding 230,351 shares of Common Stock directly.

Was the Exponent (EXPO) CFO’s Form 4 transaction an open-market buy or sale?

The Form 4 shows no open-market buy or sale. Instead, it records an exercise of 7,630 Restricted Stock Units and a related tax-withholding disposition of 3,694 shares. This pattern is typical of equity compensation vesting rather than discretionary trading in the open market.

How did the Exponent (EXPO) CFO’s equity position change after the RSU conversion?

Following the RSU conversion and tax withholding, the CFO’s remaining derivative RSU position referenced in this filing dropped to zero. He reported direct ownership of 230,351 shares of Common Stock after the transactions, indicating a larger continuing stake in Exponent following routine compensation vesting.

What does the tax-withholding transaction mean in the Exponent (EXPO) Form 4?

The tax-withholding entry shows 3,694 Exponent Common Stock shares were withheld at $70.03 per share value. This represents payment of tax obligations on the vested RSUs using shares, not an open-market sale, and is a standard mechanism for handling taxes on equity awards.