PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

EXPONENT, INC.

Condensed Consolidated Balance Sheets

July 4, 2025 and January 3, 2025

(unaudited)


(In thousands, except par value)	July 4, 2025 (Unaudited)			January 3, 2025
Assets
Current assets:
Cash and cash equivalents	$	231,801		$	258,901
Accounts receivable, net of allowance for contract losses and doubtful accounts of $6,180 and $6,141 at July 4, 2025 and January 3, 2025, respectively		171,012			161,407
Prepaid expenses and other current assets		22,838			26,573
Total current assets		425,651			446,881

Property, equipment and leasehold improvements, net of accumulated depreciation and amortization of $117,180 and $112,202 at July 4, 2025 and January 3, 2025, respectively		71,637			73,007
Operating lease right-of-use assets		72,338			75,248
Goodwill		8,607			8,607
Deferred income taxes		60,221			57,127
Deferred compensation plan assets		114,929			110,259
Other assets		6,047			6,141
Total assets	$	759,430		$	777,270

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	25,268		$	22,136
Accrued payroll and employee benefits		92,197			119,285
Deferred revenues		11,653			16,369
Operating lease liabilities		5,851			5,393
Total current liabilities		134,969			163,183

Other liabilities		4,658			4,289
Deferred compensation plan liabilities		117,555			112,646
Operating lease liabilities		74,472			76,084
Total liabilities		331,654			356,202
Stockholders’ equity:
Common stock, $0.001 par value; 120,000 shares authorized; 65,707 shares issued at July 4, 2025 and January 3, 2025		66			66
Additional paid-in capital		364,304			345,689
Accumulated other comprehensive loss
Foreign currency translation adjustments		(2,493	)		(3,791	)
Retained earnings		646,038			624,151
Treasury stock, at cost; 15,205 and 14,893 shares held at July 4, 2025 and January 3, 2025, respectively		(580,139	)		(545,047	)
Total stockholders’ equity		427,776			421,068
Total liabilities and stockholders’ equity	$	759,430		$	777,270

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

EXPONENT, INC.

Condensed Consolidated Statements of Income

For the Three and Six Months Ended July 4, 2025 and June 28, 2024

(unaudited)


	Three Months Ended				Six Months Ended
(In thousands, except per share data)	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Revenues:
Revenues before reimbursements	$	132,868	$	132,434	$	270,305	$	269,641
Reimbursements		9,094		8,102		17,164		15,828
Revenues		141,962		140,536		287,469		285,469
Operating expenses:
Compensation and related expenses		97,474		79,466		173,377		169,793
Other operating expenses		12,072		11,185		24,167		21,716
Reimbursable expenses		9,094		8,102		17,164		15,828
General and administrative expenses		6,145		6,039		11,152		11,675
Total operating expenses		124,785		104,792		225,860		219,012
Operating income		17,177		35,744		61,609		66,457
Other income, net:
Interest income, net		2,344		2,231		5,058		4,857
Miscellaneous income, net		17,294		1,707		7,908		8,791
Total other income, net		19,638		3,938		12,966		13,648
Income before income taxes		36,815		39,682		74,575		80,105
Income taxes		10,262		10,455		21,372		20,736
Net income	$	26,553	$	29,227	$	53,203	$	59,369
Net income per share:
Basic	$	0.52	$	0.57	$	1.04	$	1.16
Diluted	$	0.52	$	0.57	$	1.03	$	1.15
Shares used in per share computations:
Basic		51,185		51,111		51,234		51,059
Diluted		51,502		51,517		51,587		51,475
Cash dividends declared per common share	$	0.30	$	0.28	$	0.60	$	0.56

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

EXPONENT, INC.

Condensed Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended July 4, 2025 and June 28, 2024

(unaudited)


	Three Months Ended				Six Months Ended
(In thousands)	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Net income	$	26,553	$	29,227	$	53,203	$	59,369
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax		352		14		1,298		(196	)
Comprehensive income	$	26,905	$	29,241	$	54,501	$	59,173

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

EXPONENT, INC

Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended July 4, 2025 and June 28, 2024

(unaudited)


	Three and Six Months Ended July 4, 2025
	Common Stock				Additional paid-in			Accumulated other comprehensive			Retained			Treasury Stock
(In thousands)	Shares		Amount		capital			loss			earnings			Shares			Amount			Total
Balance at January 3, 2025		65,707	$	66	$	345,689		$	(3,791	)	$	624,151			14,893		$	(545,047	)	$	421,068
Employee stock purchase plan		-		-		326			-			-			(5	)		58			384
Amortization of unrecognized stock-based compensation		-		-		5,028			-			-			-			-			5,028
Purchase of treasury shares		-		-		-			-			-			65			(5,000	)		(5,000	)
Foreign currency translation adjustments		-		-		-			946			-			-			-			946
Grant of restricted stock units to settle accrued bonus		-		-		12,179			-			-			-			-			12,179
Settlement of restricted stock units		-		-		(1,499	)		-			-			(95	)		(2,667	)		(4,166	)
Exercise of stock options		-		-		53			-			-			(5	)		47			100
Dividends and dividend equivalent rights		-		-		-			-			(15,781	)		-			-			(15,781	)
Net income		-		-		-			-			26,650			-			-			26,650
Balance at April 4, 2025		65,707	$	66	$	361,776		$	(2,845	)	$	635,020			14,853		$	(552,609	)	$	441,408
Employee stock purchase plan		-		-		361			-			-			(6	)		66			427
Amortization of unrecognized stock-based compensation		-		-		2,251			-			-			-			-			2,251
Purchase of treasury shares		-		-		-			-			-			366			(27,680	)		(27,680	)
Foreign currency translation adjustments		-		-		-			352			-			-			-			352
Settlement of restricted stock units		-		-		(84	)		-			-			(8	)		84			-
Dividends and dividend equivalent rights		-		-		-			-			(15,535	)		-			-			(15,535	)
Net income		-		-		-			-			26,553			-			-			26,553
Balance at July 4, 2025		65,707	$	66	$	364,304		$	(2,493	)	$	646,038			15,205		$	(580,139	)	$	427,776

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

EXPONENT, INC

Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended July 4, 2025 and June 28, 2024

(unaudited)


	Three and Six Months Ended June 28, 2024
	Common Stock				Additional paid-in			Accumulated other comprehensive			Retained			Treasury Stock
(In thousands)	Shares		Amount		capital			income (loss)			earnings			Shares			Amount			Total
Balance at December 29, 2023		65,707	$	66	$	321,448		$	(2,977	)	$	574,082			15,134		$	(536,534	)	$	356,085
Employee stock purchase plan		-		-		450			-			-			(7	)		68			518
Amortization of unrecognized stock-based compensation		-		-		4,026			-			-			-			-			4,026
Purchase of treasury shares						-			-						71			(5,466	)		(5,466	)
Foreign currency translation adjustments		-		-		-			(210	)		-			-			-			(210	)
Grant of restricted stock units to settle accrued bonus		-		-		10,846			-			-			-			-			10,846
Settlement of restricted stock units		-		-		(1,797	)		-			(720	)		(159	)		(4,279	)		(6,796	)
Exercise of stock options		-		-		41			-			-			(6	)		59			100
Dividends and dividend equivalent rights		-		-		-			-			(14,934	)		-			-			(14,934	)
Net income		-		-		-			-			30,142			-			-			30,142
Balance at March 29, 2024		65,707	$	66	$	335,014		$	(3,187	)	$	588,570			15,033		$	(546,152	)	$	374,311
Employee stock purchase plan		-		-		392			-			-			(5	)		48			440
Amortization of unrecognized stock-based compensation		-		-		2,495			-			-			-			-			2,495
Purchase of treasury shares						-			-			-			3			(244	)		(244	)
Foreign currency translation adjustments		-		-		-			14			-			-			-			14
Settlement of restricted stock units		-		-		(78	)		-			-			(7	)		78			-
Exercise of stock options						911			-			-			(48	)		483			1,394
Dividends and dividend equivalent rights		-		-		-			-			(14,424	)		-			-			(14,424	)
Net income		-		-		-			-			29,227			-			-			29,227
Balance at June 28, 2024		65,707	$	66	$	338,734		$	(3,173	)	$	603,373			14,976		$	(545,787	)	$	393,213

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

EXPONENT, INC.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended July 4, 2025 and June 28, 2024

(unaudited)


	Six Months Ended
(In thousands)	July 4, 2025			June 28, 2024
Cash flows from operating activities:
Net income	$	53,203		$	59,369
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and leasehold improvements		5,012			4,810
Provision for contract losses and doubtful accounts		586			2,359
Stock-based compensation		13,426			12,917
Deferred income tax provision		(3,094	)		2,264
Changes in operating assets and liabilities:
Accounts receivable		(10,191	)		(869	)
Prepaid expenses and other current assets		7,135			1,769
Change in operating leases		1,756			79
Accounts payable and accrued liabilities		4,153			2,555
Accrued payroll and employee benefits		(23,774	)		(18,548	)
Deferred revenues		(4,716	)		(7,934	)
Net cash provided by operating activities		43,496			58,771
Cash flows from investing activities:
Capital expenditures		(4,028	)		(2,628	)
Net cash used in investing activities		(4,028	)		(2,628	)
Cash flows from financing activities:
Payroll taxes for restricted stock units		(4,166	)		(6,796	)
Repurchase of common stock		(32,680	)		(5,710	)
Exercise of stock-based payment awards		911			2,453
Dividends and dividend equivalents rights		(31,582	)		(29,776	)
Net cash used in financing activities		(67,517	)		(39,829	)
Effect of foreign currency exchange rates on cash and cash equivalents		949			(202	)
Net change in cash and cash equivalents		(27,100	)		16,112
Cash and cash equivalents at beginning of period		258,901			187,150
Cash and cash equivalents at end of period	$	231,801		$	203,262

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

EXPONENT, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

Exponent, Inc. (referred to as the “Company” or “Exponent”) is an engineering and scientific consulting firm that provides solutions to complex problems. The Company operates on a 52-53 week fiscal year ending on the Friday closest to the last day of December.

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission. Accordingly, they do not contain all the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments which are necessary for the fair presentation of the condensed consolidated financial statements have been included and all such adjustments are of a normal and recurring nature. The operating results for the three and six months ended July 4, 2025 are not necessarily representative of the results of future quarterly or annual periods. The following information should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2025, which was filed with the U.S. Securities and Exchange Commission on February 28, 2025 and amended on April 18, 2025.

The unaudited condensed consolidated financial statements include the accounts of Exponent and its subsidiaries, which are all wholly owned. All intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Items subject to such estimates and assumptions include accounting for revenue recognition and estimating the allowance for contract losses and doubtful accounts. Actual results could differ from those estimates.

Recent Accounting Pronouncement Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The standard is effective for annual reporting periods beginning after December 15, 2024. The Company is evaluating the effect that this standard may have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (subtopic 220-40), which requires disclosure of disaggregation of certain relevant expenses included in the statements of operations on an annual and interim basis. ASU 2024-03 will be effective for our annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028. The amendments must be applied retrospectively, and early adoption is permitted. The Company is evaluating the effect that this standard may have on its consolidated financial statements and related disclosures.

Note 2: Revenue Recognition

Substantially all of the Company’s engagements are performed under time and materials or fixed-price arrangements. For time and materials contracts, the Company utilizes the practical expedient under Accounting Standards Codification 606 – Revenue from Contracts with Customers, which states if an entity has a right to consideration from a customer in an amount that corresponds directly with the value of the entity’s performance completed to date (for example, a service contract in which an entity bills a fixed amount for each hour of service provided) then the entity may recognize revenue in the amount to which the entity has a right to invoice.

The following table discloses the percent of the Company’s revenue generated from time and materials contracts:


	Three Months Ended						Six Months Ended
	July 4, 2025			June 28, 2024			July 4, 2025			June 28, 2024
Engineering & other scientific		65	%		62	%		66	%		64	%
Environmental and health		15	%		15	%		14	%		16	%
Total time and materials revenues		80	%		77	%		80	%		80	%

For fixed-price contracts, the Company recognizes revenue over time because of the continuous transfer of control to the customer. The customer typically controls the work in process as evidenced either by contractual termination clauses or by the Company’s rights to payment for work performed to date to deliver services that do not have an alternative use to the Company. Revenue for fixed-price contracts is recognized based on the relationship of incurred labor hours at standard rates to the Company’s estimate of the total labor hours at standard rates it expects to incur over the term of the contract. The Company believes this methodology achieves a reliable measure of the revenue from the consulting services it provides to its customers under fixed-price contracts given the nature of the consulting services the Company provides.

The following table discloses the percent of the Company’s revenue generated from fixed price contracts:


	Three Months Ended						Six Months Ended
	July 4, 2025			June 28, 2024			July 4, 2025			June 28, 2024
Engineering & other scientific		19	%		22	%		19	%		19	%
Environmental and health		1	%		1	%		1	%		1	%
Total fixed price revenues		20	%		23	%		20	%		20	%

Deferred revenues represent amounts billed to clients in advance of services provided. During the second quarter of 2025, $6,658,000 of revenues were recognized that were included in the deferred revenue balance at April 4, 2025. During the first six months of 2025, $8,326,000 of revenues were recognized that were included in the deferred revenue balance at January 3, 2025.

Reimbursements, including those related to travel and other out-of-pocket expenses, and other similar third- party costs such as the cost of materials and certain subcontracts, are included in revenues, and an equivalent amount of reimbursable expenses are included in operating expenses. Any mark-up on reimbursable expenses is included in revenues before reimbursements. The Company reports revenues net of subcontractor fees for certain subcontracts where the Company has determined that it is acting as an agent because its performance obligation is to arrange for the provision of goods or services by another party. The total amount of subcontractor fees not included in revenues because the Company was acting as an agent were $3,178,000 and $3,787,000 during the second quarter of 2025 and 2024, respectively, and $6,682,000 and $6,533,000 during the first six months of 2025 and 2024, respectively.

Note 3: Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including money market securities, trading fixed income and equity securities held in its deferred compensation plan and the liability associated with its deferred compensation plan. There were no transfers between fair value measurement levels during the three and six months ended July 4, 2025 and June 28, 2024. Any transfers between fair value measurement levels would be recorded on the actual date of the event or change in circumstances that caused the transfer. The fair value of these certain financial assets and liabilities was determined using the following inputs at July 4, 2025:


	Fair Value Measurements at Reporting Date Using
(In thousands)	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Money market securities (1)	$	58,979	$	58,979	$	-	$	-
Fixed income trading securities held in deferred compensation plan (2)		43,899		43,899		-		-
Equity trading securities held in deferred compensation plan (2)		88,417		88,417		-		-
Total	$	191,295	$	191,295	$	-	$	-
Liabilities
Deferred compensation plan (3)		134,941		134,941		-		-
Total	$	134,941	$	134,941	$	-	$	-

(1)

Included in cash and cash equivalents on the Company’s unaudited condensed consolidated balance sheet.

(2)

Included in prepaid expenses and other current assets and deferred compensation plan assets on the Company’s unaudited condensed consolidated balance sheet.

(3)

Included in accrued payroll and employee benefits and deferred compensation plan liabilities on the Company’s unaudited condensed consolidated balance sheet.

The fair value of these certain financial assets and liabilities was determined using the following inputs at January 3, 2025:


	Fair Value Measurements at Reporting Date Using
(In thousands)	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Money market securities (1)	$	57,549	$	57,549	$	-	$	-
Fixed income trading securities held in deferred compensation plan (2)		42,291		42,291		-		-
Equity trading securities held in deferred compensation plan (2)		85,546		85,546		-		-
Total	$	185,386	$	185,386	$	-	$	-
Liabilities
Deferred compensation plan (3)		127,622		127,622		-		-
Total	$	127,622	$	127,622	$	-	$	-

(1)

Included in cash and cash equivalents on the Company’s unaudited condensed consolidated balance sheet.

(2)

Included in prepaid expenses and other current assets and deferred compensation plan assets on the Company’s unaudited condensed consolidated balance sheet.

(3)

Included in accrued payroll and employee benefits and deferred compensation plan liabilities on the Company’s unaudited condensed consolidated balance sheet.

Money market securities as of July 4, 2025 and January 3, 2025 represent obligations of the United States Treasury. Fixed income and equity trading securities represent mutual funds held in the Company’s deferred compensation plan. See Note 6 for additional information about the Company’s deferred compensation plan.

Cash and cash equivalents consisted of the following as of July 4, 2025:


			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
(In thousands)	Cost		Gains		Losses		Fair Value
Classified as current assets:
Cash	$	172,822	$	-	$	-	$	172,822
Cash equivalents:
Money market securities		58,979		-		-		58,979
Total cash equivalents		58,979		-		-		58,979
Total cash and cash equivalents	$	231,801	$	-	$	-	$	231,801

Cash and cash equivalents consisted of the following as of January 3, 2025:


			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
(In thousands)	Cost		Gains		Losses		Fair Value
Classified as current assets:
Cash	$	201,352	$	-	$	-	$	201,352
Cash equivalents:
Money market securities		57,549		-		-		57,549
Total cash equivalents		57,549		-		-		57,549
Total cash and cash equivalents	$	258,901	$	-	$	-	$	258,901

At July 4, 2025 and January 3, 2025, the Company did not have any assets or liabilities valued using significant unobservable inputs.

The following financial instruments are not measured at fair value on the Company's unaudited condensed consolidated balance sheet at July 4, 2025 and January 3, 2025, but require disclosure of their fair values: accounts receivable, other assets and accounts payable. Due to their short-term nature, the estimated fair value of such instruments at July 4, 2025 and January 3, 2025 approximates their carrying value as reported on the Company’s unaudited condensed consolidated balance sheet.

Note 4: Net Income Per Share

Basic per share amounts are computed using the weighted-average number of shares of common stock outstanding during the period. Diluted per share amounts are calculated using the weighted-average number of shares of common stock outstanding during the period and, when dilutive, the weighted-average number of potential shares of common stock from the issuance of common stock to satisfy outstanding restricted stock units and the exercise of outstanding options to purchase common stock using the treasury stock method.

The following schedule reconciles the shares used to calculate basic and diluted net income per share:


	Three Months Ended				Six Months Ended
(In thousands)	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Shares used in basic per share computation		51,185		51,111		51,234		51,059
Effect of dilutive common stock options outstanding		82		174		93		169
Effect of dilutive restricted stock units outstanding		235		232		260		247
Shares used in diluted per share computation		51,502		51,517		51,587		51,475

Common stock options to purchase 175,833 shares and 63,333 shares were excluded from the diluted per share calculation for the three months ended July 4, 2025 and June 28, 2024, respectively, due to their anti-dilutive effect. Common stock options to purchase 135,833 shares and 100,833 shares were excluded from the diluted per share calculation for the six months ended July 4, 2025 and June 28, 2024, respectively, due to their anti-dilutive effect.

Note 5: Stock-Based Compensation

Restricted Stock Units

Restricted stock unit grants are designed to attract and retain employees, and to better align employee interests with those of the Company’s stockholders. For a select group of employees, up to 40% of their annual bonus is settled with fully vested restricted stock unit awards. Under these fully vested restricted stock unit awards, the holder of each award has the right to receive one share of the Company’s common stock for each fully vested restricted stock unit four years from the date of grant. Each individual who receives a fully vested restricted stock unit award is also granted a matching number of unvested restricted stock unit awards. Unvested restricted stock unit awards are also granted for select new hires and promotions. These unvested restricted stock unit awards generally cliff vest four years from the date of grant, at which time the holder of each award will have the right to receive one share of the Company’s common stock for each restricted stock unit award provided the holder of each award has met certain employment conditions. In the case of retirement at 59½ years or older, all unvested restricted stock unit awards will continue to vest, provided that the holder of each award does all consulting work through the Company and does not become an employee for a past or present client, beneficial party or competitor of the Company.

The value of these restricted stock unit awards is determined based on the market price of the Company’s common stock on the date of grant. The value of fully vested restricted stock unit awards issued is recorded as a reduction to accrued bonuses. The portion of bonus expense that the Company expects to settle with fully vested

restricted stock unit awards is recorded as stock-based compensation during the period the bonus is earned. The Company recorded stock-based compensation expense associated with accrued bonus awards of $2,995,000 and $3,082,000 during the three months ended July 4, 2025 and June 28, 2024, respectively. For the six months ended July 4, 2025 and June 28, 2024, the Company recorded stock-based compensation expense associated with accrued bonus awards of $6,147,000 and $6,396,000, respectively. The value of the unvested restricted stock unit awards granted is recognized on a straight-line basis over the shorter of the four-year vesting period or the period between the grant date and the date the award recipient turns 59½. If the award recipient is 59½ years or older on the date of grant, the value of the entire award is expensed upon grant. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awards of $2,076,000 and $2,127,000 during the three months ended July 4, 2025 and June 28, 2024, respectively. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awards of $6,316,000 and $5,834,000 during the six months ended July 4, 2025 and June 28, 2024, respectively.

Stock Options

Stock options are granted for terms of ten years and generally vest 25% per year over a four-year period from the grant date. Unvested stock option awards will continue to vest in the case of retirement at 59½ years or older, provided that the holder of each award does all consulting work through the Company and does not become an employee for a past or present client, beneficial party or competitor of the Company. The value of the unvested stock option awards granted is recognized on a straight-line basis over the shorter of the four-year vesting period or the period between the grant date and the date the award recipient turns 59½. If the award recipient is 59½ years or older on the date of grant, the value of the entire award is expensed upon grant. The Company recorded stock-based compensation expense associated with stock option grants of $175,000 and $368,000 during the three months ended July 4, 2025 and June 28, 2024, respectively. The Company recorded stock-based compensation expense associated with stock option grants of $963,000 and $687,000 during the six months ended July 4, 2025 and June 28, 2024, respectively.

The Company uses the Black-Scholes option-pricing model to determine the fair value of options granted. The determination of the fair value of stock option awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate and expected dividends.

The Company used historical exercise, forfeiture, and post-vesting expiration data to estimate the expected term of options granted. The historical volatility of the Company’s common stock over a period of time equal to the expected term of the options granted was used to estimate expected volatility. The risk-free interest rate used in the option-pricing model was based on United States Treasury zero-coupon issues with remaining terms similar to the expected term of the options. The dividend yield assumption considers the expectation of continued declaration of dividends, offset by option holders’ dividend equivalent rights.

The Company accounts for forfeitures of stock-based awards when they occur. All stock-based payment awards are recognized on a straight-line basis over the requisite service periods of the awards.

Note 6: Deferred Compensation Plans

The Company maintains nonqualified deferred compensation plans for the benefit of a select group of highly compensated employees. Under these plans, participants may elect to defer up to 100% of their compensation. Company assets that are earmarked to pay benefits under the plans are held in a rabbi trust and are subject to the claims of the Company’s creditors. As of July 4, 2025 and January 3, 2025, the invested amounts under the plans totaled $132,315,000 and $127,837,000, respectively, and are recorded in prepaid expenses and other current assets and deferred compensation plan assets on the Company’s unaudited condensed consolidated balance sheet. These assets are classified as trading securities and are recorded at fair value with changes recorded as adjustments to miscellaneous income, net.

As of July 4, 2025 and January 3, 2025, vested amounts due under the plans totaled $134,941,000 and $127,622,000, respectively, and are recorded within accrued payroll and employee benefits and deferred compensation plan liabilities on the Company’s unaudited condensed consolidated balance sheets. Changes in the liability are

recorded as adjustments to compensation expense. During the three months ended July 4, 2025, the Company recognized additional compensation expense of $16,963,000 as a result of changes in the market value of the trust assets with the same amount being recorded as a gain in miscellaneous income, net. During the three months ended June 28, 2024, the Company recognized additional compensation expense of $875,000 as a result of changes in the market value of the trust assets with the same amount being recorded as a gain in miscellaneous income, net. During the six months ended July 4, 2025, the Company recognized additional compensation expense of $7,627,000 as a result of changes in the market value of the trust assets with the same amount being recorded as a gain in miscellaneous income, net. During the six months ended June 28, 2024, the Company recognized additional compensation expense of $7,144,000 as a result of changes in the market value of the trust assets with the same amount being recorded as a gain in miscellaneous income, net.

Note 7: Supplemental Cash Flow Information

The following is supplemental disclosure of cash flow information:


	Six Months Ended
(In thousands)	July 4, 2025		June 28, 2024
Cash paid during period:
Income taxes	$	20,330	$	18,490
Non-cash investing and financing activities:
Vested stock unit awards issued to settle accrued bonuses	$	12,179	$	10,846
Accrual for capital expenditures	$	189	$	25
Right-of-use asset obtained in exchange for operating lease obligations	$	685	$	50,657

Note 8: Accounts Receivable, Net

At July 4, 2025 and January 3, 2025, accounts receivable, net, was comprised of the following:


	July 4,			January 3,
(In thousands)	2025			2025
Billed accounts receivable	$	117,447		$	117,503
Unbilled accounts receivable		59,745			50,045
Allowance for contract losses and doubtful accounts		(6,180	)		(6,141	)
Total accounts receivable, net	$	171,012		$	161,407

The Company maintains allowances for estimated losses over the remaining contractual life of its receivables resulting from the inability of customers to meet their financial obligations or for disputes that affect the Company’s ability to fully collect amounts due. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations or aware of a dispute with a specific customer, a specific allowance is recorded to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers the Company recognizes allowances for doubtful accounts based upon historical write-offs, customer concentration, customer creditworthiness, current economic conditions, aging of amounts due and future expectations.

A reconciliation of the beginning and ending amount of the allowance for contract losses and doubtful accounts is as follows:


(In thousands)
Balance at January 3, 2025	$	6,141
Provision for contract losses and doubtful accounts		586
Write-offs		(547	)
Balance at July 4, 2025	$	6,180

Note 9: Segment Reporting

The Company has two reportable operating segments based on two primary areas of service. The Engineering and other scientific segment is a broad service group providing technical consulting in different practices primarily in engineering. The Environmental and health segment provides services in the areas of environmental, epidemiology and health risk analysis. This segment provides a wide range of consulting services relating to environmental hazards and risks and the impact on both human health and the environment. Our Chief Executive Officer, the chief operating decision maker, reviews revenues and operating income for each of our reportable segments, but does not review total assets in evaluating segment performance and capital allocation.

Segment information for the three and six months ended July 4, 2025 and June 28, 2024 follows:

Revenues


	Three Months Ended				Six Months Ended
(In thousands)	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Engineering and other scientific	$	120,980	$	118,477	$	243,115	$	239,948
Environmental and health		20,982		22,059		44,354		45,521
Total revenues	$	141,962	$	140,536	$	287,469	$	285,469

Compensation and related expenses


	Three Months Ended				Six Months Ended
(In thousands)	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Engineering and other scientific	$	56,914	$	56,802	$	114,162	$	114,537
Environmental and health		11,740		12,041		24,188		24,357
Total segment compensation and related expenses		68,654		68,843		138,350		138,894
Corporate compensation and related expenses		28,820		10,623		35,027		30,899
Total compensation and related expenses	$	97,474	$	79,466	$	173,377	$	169,793

Operating Income


	Three Months Ended						Six Months Ended
(In thousands)	July 4, 2025			June 28, 2024			July 4, 2025			June 28, 2024
Engineering and other scientific	$	42,942		$	43,765		$	88,055		$	92,396
Environmental and health		7,020			7,259			15,718			15,495
Total segment operating income		49,962			51,024			103,773			107,891
Corporate operating expense		(32,785	)		(15,280	)		(42,164	)		(41,434	)
Total operating income	$	17,177		$	35,744		$	61,609		$	66,457

Certain operating expenses are excluded from the Company’s measure of segment operating income. These expenses include costs associated with its human resources, legal, finance, information technology, and business development groups; the deferred compensation expense/benefit due to the change in value of assets associated with its deferred compensation plan; stock-based compensation associated with restricted stock unit and stock option awards; and the change in its allowance for contract losses and doubtful accounts.

Capital Expenditures


	Three Months Ended				Six Months Ended
(In thousands)	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Engineering and other scientific	$	306	$	465	$	781	$	882
Environmental and health		39		45		101		74
Total segment capital expenditures		345		510		882		956
Corporate capital expenditures		2,045		497		2,760		1,560
Total capital expenditures	$	2,390	$	1,007	$	3,642	$	2,516

Certain capital expenditures associated with the Company’s corporate cost centers and the related depreciation are excluded from the Company’s segment information.

Depreciation and Amortization


	Three Months Ended				Six Months Ended
(In thousands)	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Engineering and other scientific	$	1,836	$	1,765	$	3,662	$	3,393
Environmental and health		49		54		96		103
Total segment depreciation and amortization		1,885		1,819		3,758		3,496
Corporate depreciation and amortization		635		667		1,254		1,314
Total depreciation and amortization	$	2,520	$	2,486	$	5,012	$	4,810

No single client comprised more than 10% of the Company’s revenues during the three and six months ended July 4, 2025 and June 28, 2024.

Note 10: Leases

The Company determines if an arrangement is a lease at the inception of the arrangement. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and long-term operating lease liabilities in the Company’s condensed consolidated balance sheet. The Company does not have any finance leases as of July 4, 2025.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, based on the information available at commencement date, in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The amortization of operating lease ROU assets and the change in operating lease liabilities is disclosed as a single line item in the condensed consolidated statements of cash flows.

The Company leases office, laboratory, and storage space in 13 states and the District of Columbia, as well as in China, Hong Kong, Singapore, Switzerland, and the United Kingdom. Leases for these office, laboratory, and storage facilities have terms generally ranging between one and ten years. Some of these leases include options to extend or terminate the lease, none of which are currently included in the lease term as the Company has determined that exercise of these options is not reasonably certain.

The Company has a Test and Engineering Center on 147 acres of land in Phoenix, Arizona. The Company leases this land from the State of Arizona under an agreement that expires in January of 2043 that includes an option to renew for one fifteen-year period.

The Company’s equipment leases are included in the ROU asset and liability balances, but are not material.

The Company leases excess space in its Silicon Valley and Natick facilities. Rental income of $285,000 and $927,000 was included in other income for the three months ended July 4, 2025 and June 28, 2024, respectively. Rental income of $476,000 and $1,769,000 was included in other income for the six months ended June 28, 2024 and June 28, 2024, respectively.

The components of lease expense included in other operating expenses on the condensed consolidated statements of income were as follows:


	Three Months Ended				Six Months Ended
(In thousands)	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Operating lease cost	$	2,896	$	2,392	$	6,108	$	4,507
Variable lease cost		414		385		717		748
Short-term lease cost		381		343		737		650

Supplemental cash flow information related to operating leases was as follows:


	Three Months Ended				Six Months Ended
(In thousands)	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,678	$	1,804	$	4,280	$	4,348

Supplemental balance sheet information related to operating leases was as follows:


	July 4, 2025	June 28, 2024
Weighted Average Remaining Lease Term	13.5 years	14.5 years
Weighted Average Discount Rate	6.3%	6.4%

Maturities of operating lease liabilities as of July 4, 2025:


	Operating
(In thousands)	Leases
2025 (excluding the six months ended July 4, 2025)	$	3,665.00
2026		8,149
2027		6,817
2028		9,849
2029		9,467
Thereafter		89,052
Total lease payments		126,999
Less imputed interest		(46,676	)
Total lease liability	$	80,323

Note 11: Contingencies

The Company is a party to various legal actions from time to time and may be contingently liable in connection with claims and contracts arising in the normal course of business, the outcome of which the Company believes, after consultation with legal counsel, will not have a material adverse effect on its financial condition, results

of operations or liquidity. However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results. All legal costs associated with litigation are expensed as incurred.

Note 12: Subsequent Events

On July 31, 2025, the Company’s Board of Directors announced a cash dividend of $0.30 per share of the Company’s common stock, payable September 19, 2025, to stockholders of record as of September 5, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included herein and with our audited consolidated financial statements and notes thereto for the fiscal year ended January 3, 2025, which are contained in our fiscal 2024 Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on February 28, 2025 and amended on April 18, 2025 (our “2024 Annual Report”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains 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 our management, as well as assumptions made by and information currently available to our management. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. When used in this document, the words “intend,” “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to us or our management, identify such forward-looking statements. Such statements reflect the current views of us or our 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, our 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 general 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 2024 Annual Report under the heading “Risk Factors” and elsewhere in this report. The inclusion of such forward-looking information should not be regarded as a representation by the us or any other person that the future events, plans, or expectations we contemplated will be achieved. Due to such uncertainties and risks, you are warned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We do not intend to release publicly any updates or revisions to any such forward-looking statements.

Business Overview

Exponent, Inc. is an engineering and scientific consulting firm providing solutions to complex problems. Our interdisciplinary organization of scientists, physicians, engineers, and business consultants draws from more than 90 technical disciplines to solve the most pressing and complicated challenges facing stakeholders today. The firm leverages over 50 years of experience in analyzing accidents and failures to advise clients as they innovate their technologically complex products and processes, ensure the safety and health of their users, and address the challenges of sustainability.

CRITICAL ACCOUNTING ESTIMATES

There have been no significant changes in our critical accounting estimates during the six months ended July 4, 2025, as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report.

RESULTS OF CONSOLIDATED OPERATIONS

Executive Summary

Revenues for the second quarter of 2025 increased 1% to $141,962,000 as compared to $140,536,000 during the same period last year. Revenues before reimbursements for the second quarter of 2025 increased slightly to $132,868,000 as compared to $132,434,000 during the same period last year. Our failure analysis expertise drove increased dispute-related activities in the construction, automotive and medical device sectors. Proactive engagements were led by risk management work in the utilities sector, offset by softer demand in chemical regulatory work.

Net income decreased 9% to $26,553,000 during the second quarter of 2025 as compared to $29,227,000 during the same period last year. Diluted earnings per share decreased to $0.52 per share during the second quarter of 2025 as compared to $0.57 in the same period last year. The decrease in profitability was due to an increase in compensation expense associated with our annual salary adjustments, an increase in other operating expenses associated with the extension of our land lease with the State of Arizona and a decrease in the tax benefit associated with stock-based awards. During the second quarter of 2025, the tax impact associated with share-based awards was immaterial as compared to a tax benefit of $726,000 recognized during the same period last year.

We remain focused on building our world-class engineering and scientific team to position us at the forefront of innovation and meet the ever-changing needs of our clients and the market. We also remain focused on capitalizing on emerging growth areas, managing other operating expenses, generating cash from operations, maintaining a strong balance sheet and undertaking activities such as share repurchases and dividends to enhance stockholder value.

Overview of the Three Months Ended July 4, 2025

During the second quarter of 2025, billable hours decreased 6% to 359,000 as compared to 381,000 during the same period last year. Our utilization decreased to 72% during the second quarter of 2025 as compared to 75% during the same period last year. Technical full-time equivalent employees decreased 2% to 958 during the second quarter of 2025 as compared to 975 during the same period last year.

Three Months Ended July 4, 2025 compared to Three Months Ended June 28, 2024

Revenues


	Three Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Engineering and other scientific	$	120,980		$	118,477			2.1	%
Percentage of total revenues		85.2	%		84.3	%
Environmental and health		20,982			22,059			-4.9	%
Percentage of total revenues		14.8	%		15.7	%
Total revenues	$	141,962		$	140,536			1.0	%

The increase in revenues for our Engineering and other scientific segment was due to an increase in billing rates offset by a decrease in billable hours. The increase in revenues was driven by demand for our dispute related services in the construction, automotive, and medical device sectors. During the second quarter of 2025, billable hours for this segment decreased by 5% to 291,000 as compared to 306,000 during the same period last year. Utilization for this segment decreased to 74% during the second quarter of 2025 as compared to 77% during the same period last year. Technical full-time equivalent employees in this segment decreased 1% to 756 during the second quarter of 2025 as compared to 765 for the same period last year.

The decrease in revenues for our Environmental and health segment was due to a decrease in billable hours partially offset by an increase in billing rates. The decrease in revenues was due to lower levels of activity for proactive projects in the life sciences sector and our chemical regulatory services. During the second quarter of 2025, billable hours for this segment decreased by 9% to 68,000 as compared to 75,000 during the same period last year. Utilization for this segment decreased to 65% during the second quarter of 2025 as compared to 68% during the same period last year. Technical full-time equivalent employees in this segment decreased 4% to 202 as compared to 210 during the same period last year.

Compensation and Related Expenses


	Three Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Compensation and related expenses	$	97,474		$	79,466			22.7	%
Percentage of total revenues		68.7	%		56.5	%

The increase in compensation and related expenses during the second quarter of 2025 was due to a change in the value of assets associated with our deferred compensation plan, an increase in payroll expenses from the impact of our annual salary adjustments and an increase in fringe benefits. During the second quarter of 2025, deferred compensation expense increased by $16,088,000 with a corresponding increase to other income, net, as compared to the same period last year, due to the change in value of assets associated with our deferred compensation plan. This increase consisted of an increase in the value of plan assets of $16,963,000 during the second quarter of 2025 as compared to an increase of $875,000 during the same period last year. During the second quarter of 2025 payroll expenses increased $1,003,000 and fringe benefits increased $809,000 due to the impact of our annual salary increase partially offset by a decrease in technical full-time equivalent employees. We expect our compensation expense, excluding the change in value of deferred compensation plan assets, to increase as we selectively add new talent and adjust compensation to market conditions.

Other Operating Expenses


	Three Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Other operating expenses	$	12,072		$	11,185			7.9	%
Percentage of total revenues		8.5	%		8.0	%

Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increase in other operating expenses during the second quarter of 2025 was primarily due to an increase in occupancy expense of $692,000 and an increase in computer-related expenses of $128,000. Our land lease with the State of Arizona was extended on June 19, 2024. This extension resulted in additional non-cash rent expense of approximately $939,000 during the second quarter of 2025. This increased level of rent expense will continue through the extended lease term ending in January of 2043 with adjustments in 2033 and 2038 based on the consumer price index. The increase in computer-related expenses was due to continued investments in our corporate infrastructure. We expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.

Reimbursable Expenses


	Three Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Reimbursable expenses	$	9,094		$	8,102			12.2	%
Percentage of total revenues		6.4	%		5.8	%

The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects.

General and Administrative Expenses


	Three Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
General and administrative expenses	$	6,145		$	6,039			1.8	%
Percentage of total revenues		4.3	%		4.3	%

The increase in general and administrative expenses was primarily due to an increase in travel and meals of $318,000 and an increase in personnel expenses of $136,000 partially offset by a decrease in legal fees of $382,000. We expect general and administrative expenses to increase as we selectively add new talent and expand our business development and staff development initiatives.

Operating Income


	Three Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Engineering and other scientific	$	42,942		$	43,765			-1.9	%
Environmental and health		7,020			7,259			-3.3	%
Total segment operating income		49,962			51,024			-2.1	%
Corporate operating expense		(32,785	)		(15,280	)		114.6	%
Total operating income	$	17,177		$	35,744			-51.9	%

The decrease in operating income for our Engineering and other scientific segment during the second quarter of 2025 as compared to the same period last year was due to a decrease in utilization and an increase in other operating expenses associated with the extension of our land lease with the State of Arizona. The decrease in operating income for our Environmental and health segment during the second quarter of 2025 was due to a decrease in utilization.

Certain operating expenses are excluded from our measure of segment operating income. These expenses include the costs associated with our human resources, finance, information technology, corporate and business development groups; the deferred compensation expense/benefit due to the change in value of assets associated with our deferred compensation plan; stock-based compensation associated with restricted stock unit and stock option awards; and the change in our allowance for contract losses and doubtful accounts.

The increase in corporate operating expenses during the second quarter of 2025 as compared to the same period last year was primarily due to an increase in deferred compensation expense. During the second quarter of 2025, deferred compensation expense increased $16,088,000, with a corresponding increase to other income, net, as compared to the same period last year, due to the change in value of assets associated with our deferred compensation plan. This increase consisted of an increase in the value of plan assets of $16,963,000 during the second quarter of 2025 as compared to an increase in the value of plan assets of $875,000 during the same period last year.

Other Income, Net


	Three Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Other income / (loss), net	$	19,638		$	3,938			398.7	%
Percentage of total revenues		13.8	%		2.8	%

Other income, net, consists primarily of changes in the value of assets associated with our deferred compensation plan, interest income earned on available cash, cash equivalents and short-term investments, and rental income from leasing space in our Silicon Valley and Natick facilities. The increase in other income, net, was primarily due to a change in the value of assets associated with our deferred compensation plan partially offset by a decrease in rental income. During the second quarter of 2025, deferred compensation expense increased $16,088,000, with a corresponding increase to other income, net, as compared to the same period last year, due to the change in value of assets associated with our deferred compensation plan. This increase consisted of an increase in the value of plan assets of $16,963,000 during the second quarter of 2025 as compared to an increase in the value of plan assets of $875,000 during the same period last year. During the second quarter of 2025, rental income decreased by $641,000 due to the loss of a tenant in our Silicon Valley facility.

Income Taxes


	Three Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Income taxes	$	10,262		$	10,455			-1.8	%
Percentage of total revenues		7.2	%		7.4	%
Effective tax rate		27.9	%		26.3	%

During the second quarter of 2025, the tax impact associated with stock-based awards was immaterial as compared to a tax benefit of $726,000 during the same period last year. Excluding the tax impact, the effective tax rate would have been 27.8% during the second quarter of 2025 as compared to 28.2% during the same period last year. The One Big Beautiful Bill Act was enacted on July 4, 2025. The impact of this legislation on our current and deferred tax positions was not material.

Six Months Ended July 4, 2025 compared to Six Months Ended June 28, 2024

Revenues


	Six Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Engineering and other scientific	$	243,115		$	239,948			1.3	%
Percentage of total revenues		84.6	%		84.1	%
Environmental and health		44,354			45,521			-2.6	%
Percentage of total revenues		15.4	%		15.9	%
Total revenues	$	287,469		$	285,469			0.7	%

The increase in revenues for our Engineering and other scientific segment was due to an increase in billing rates partially offset by a decrease in billable hours. The increase in revenues was driven by demand for our dispute related services in the construction and automotive sectors. During the first six months of 2025, billable hours for this segment decreased by 5% to 591,000 as compared to 620,000 during the same period last year. Utilization for this segment decreased to 75% during the first six months of 2025 as compared to 77% during the same period last year. Technical full-time equivalent employees in this segment decreased 2% to 759 during the first six months of 2025 as compared to 775 for the same period last year.

The decrease in revenues for our Environmental and health segment was due to a decrease in billable hours partially offset by an increase in billing rates. The decrease in revenues was due to a lower level of activity for proactive projects in the life sciences sector. During the first six months of 2025, billable hours for this segment decreased by 5% to 144,000 as compared to 152,000 during the same period last year. Utilization in this segment was flat at 68% during the first six months of 2025 and 2024. Technical full-time equivalent employees in this segment decreased by 5% to 203 during the first six months of 2025 as compared to 214 during the same period last year.

Compensation and Related Expenses


	Six Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Compensation and related expenses	$	173,377		$	169,793			2.1	%
Percentage of total revenues		60.3	%		59.5	%

The increase in compensation and related expenses during the first six months of 2025 was due to an increase in payroll expense, an increase in stock-based compensation, and an increase in fringe benefits. Payroll expense increased by $1,252,000 and fringe benefits increased by $534,000 during the first six months of 2025 due to the impact of our annual salary adjustments partially offset by the decrease in technical full-time equivalent employees. Stock-based compensation expense increased $759,000 during the first six months of 2025 due to an increase in unvested restricted stock unit grants. We expect our compensation expense, excluding the change in value of deferred compensation plan assets, to increase as we selectively add new talent and adjust compensation to market conditions.

Other Operating Expenses


	Six Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Other operating expenses	$	24,167		$	21,716			11.3	%
Percentage of total revenues		8.4	%		7.6	%

Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increase in other operating expenses during the first six months of 2025 was primarily due to an increase in occupancy expense of $1,684,000 and an increase in computer-related expenses of $463,000. Our land lease with the State of Arizona was extended on June 19, 2024. This extension resulted in additional non-cash rent expense of approximately $2,024,000 during the first six months of 2025. This increased level of rent expense will continue through the extended lease term ending in January of 2043 with adjustments in 2033 and 2038 based on the consumer price index. The increase in computer-related expenses was due to continued investments in our corporate infrastructure. We expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.

Reimbursable Expenses


	Six Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Reimbursable expenses	$	17,164		$	15,828			8.4	%
Percentage of total revenues		6.0	%		5.5	%

The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects.

General and Administrative Expenses


	Six Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
General and administrative expenses	$	11,152		$	11,675			-4.5	%
Percentage of total revenues		3.9	%		4.1	%

The decrease in general and administrative expenses was primarily due to a decrease in legal fee of $543,000 and a decrease in bad debt expense of $293,000. The decrease in bad debt expense was due to a decrease in our allowance for bad debt. We expect general and administrative expenses to increase as we expand our business development and staff development initiatives.

Operating Income


	Six Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Engineering and other scientific	$	88,055		$	92,396			-4.7	%
Environmental and health		15,718			15,495			1.4	%
Total segment operating income		103,773			107,891			-3.8	%
Corporate operating expense		(42,164	)		(41,434	)		1.8	%
Total operating income	$	61,609		$	66,457			-7.3	%

The decrease in operating income for our Engineering and other scientific segment during the first six months of 2025 as compared to the same period last year was due to due to a decrease in utilization and an increase in other operating expenses associated with the extension of our land lease with the State of Arizona.

Certain operating expenses are excluded from our measure of segment operating income. These expenses include the costs associated with our human resources, legal, finance, information technology, and business development groups; the deferred compensation expense/benefit due to the change in value of assets associated with our deferred compensation plan; stock-based compensation associated with restricted stock unit and stock option awards; and the change in our allowance for contract losses and doubtful accounts.

Other Income, Net


	Six Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Other income (loss), net	$	12,966		$	13,648			-5.0	%
Percentage of total revenues		4.5	%		4.8	%

Other income, net, consists primarily of changes in the value of assets associated with our deferred compensation plan, interest income earned on available cash, cash equivalents and short-term investments, and rental income from leasing space in our Silicon Valley and Natick facilities. The decrease in other income, net, was primarily due to a decrease in rental income partially offset by a change in the value of assets associated with our deferred compensation plan. During the first six months of 2025, rental income decreased by $1,293,000 due to the loss of a tenant in our Silicon Valley facility. During the first six months of 2025, deferred compensation expense increased $485,000 with a corresponding increase to other income, net, as compared to the same period last year, due to the change in value of assets associated with our deferred compensation plan. This increase consisted of increase in the value of plan assets of $7,627,000 during the first six months of 2025 as compared to an increase in the value of plan assets of $7,142,000 during the same period last year.

Income Taxes


	Six Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			Percent Change
Income taxes	$	21,372		$	20,736			3.1	%
Percentage of total revenues		7.4	%		7.3	%
Effective tax rate		28.7	%		25.9	%

During the first six months of 2025, we realized a negative tax impact associated with stock-based awards of $485,000 as compared to a positive tax benefit of $1,672,000 during the same period last year. The change in the tax impact associated with stock-based awards was due to the change in the difference of the value of our common stock between the grant date and the release date for the restricted stock units released during the first six months of 2025 as compared to the same period last year. Excluding the tax impact, the effective tax rate would have been 28.0% during the first six months of 2025 and 2024.

LIQUIDITY AND CAPITAL RESOURCES

We believe our existing balances of cash, cash equivalents, and cash generated from operations will be sufficient to satisfy our working capital needs, capital expenditures, outstanding commitments, stock repurchases, dividends and other liquidity requirements over at least the next twelve months.


	Six Months Ended
(In thousands)	July 4, 2025			June 28, 2024
Net cash provided by operating activities	$	43,496		$	58,771
Net cash used in by investing activities		(4,028	)		(2,628	)
Net cash used in financing activities		(67,517	)		(39,829	)

We financed our business during the first six months of 2025 through available cash. As of July 4, 2025, our cash and cash equivalents were $231,801,000 as compared to $258,901,000 at January 3, 2025.

Generally, our net cash provided by operating activities is used to fund our day to day operating activities. First quarter operating cash requirements are generally higher due to payment in the first quarter of our annual bonuses accrued during the prior year. Our largest source of operating cash flows is collections from our clients. Our primary uses of cash from operating activities are for employee related expenditures, leased facilities, taxes, and general operating expenses.

The increase in net cash used in investing activities during the first six months of 2025, as compared to the same period last year, was due to an increase in capital expenditures. The increase in capital expenditures was due to an increase in investment in our corporate infrastructure.

The increase in net cash used in financing activities during the first six months of 2025, as compared to the same period last year was due to an increase in repurchases of our common stock.

We lease office, laboratory, and storage space in 13 states and the District of Columbia, as well as in China, Germany, Hong Kong, Ireland, Singapore, Switzerland, and the United Kingdom under non-cancellable operating lease arrangements that expire at various dates through 2033. On June 19, 2024, we entered into an agreement with the State of Arizona to extend our land lease for 15 years beginning on January 17, 2028. We are currently obligated to make payments under the lease of $1,009,000 per year, which obligation will continue at that level until January 16, 2028. Beginning on January 17, 2028, our payments under the lease will increase to approximately $6,183,000 per year for the 15-year extension term with adjustments to the annual rent payment in 2033 and 2038 based on the consumer price index.

We expect to continue our investing activities, including capital expenditures. Furthermore, cash reserves may be used to repurchase shares of common stock under our stock repurchase programs, pay dividends, or strategically acquire professional service firms that are complementary to our business.

We maintain a nonqualified deferred compensation plan for the benefit of a select group of highly compensated employees. Vested amounts due under the plan of $117,555,000 were recorded as a long-term liability on our unaudited condensed consolidated balance sheet at July 4, 2025. Vested amounts due under the plan of $17,386,000 were recorded as a current liability on our unaudited condensed consolidated balance sheet at July 4, 2025. Our assets that are earmarked to pay benefits under the plan are held in a rabbi trust and are subject to the claims of our creditors. As of July 4, 2025, invested amounts under the plan of $114,929,000 were recorded as a long-term asset on our unaudited condensed consolidated balance sheet. As of July 4, 2025, invested amounts under the plan of $17,386,000 were recorded as a current asset on our unaudited condensed consolidated balance sheet.

As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that reduces our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

Non-GAAP Financial Measures

Regulation G, Conditions for Use of Non-Generally Accepted Accounting Principles ("Non-GAAP") Financial Measures, and other U.S. Securities and Exchange Commission (“SEC”) rules and regulations define and prescribe the conditions for use of Non-GAAP financial information. 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. We closely monitor two financial measures, EBITDA and EBITDAS, which meet the definition of Non-GAAP financial measures. We define EBITDA as net income before income taxes, net interest income, depreciation and amortization. We define EBITDAS as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance 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. These measures are used to evaluate our financial results, develop budgets and determine employee compensation. These measures, however, should be considered in addition to, and not as a substitute for or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. A reconciliation of the Non-GAAP measures to the nearest comparable GAAP measure is set forth below.

The following table shows EBITDA (determined as shown in the reconciliation table below) as a percentage of revenues before reimbursements for the three and six months ended July 4, 2025 and June 28, 2024:


	Three Months Ended						Six Months Ended
(In thousands, except percentages)	July 4, 2025			June 28, 2024			July 4, 2025			June 28, 2024
Revenues before reimbursements	$	132,868		$	132,434		$	270,305		$	269,641
EBITDA	$	36,991		$	39,937		$	74,529		$	80,058
EBITDA as a % of revenues before reimbursements		27.8	%		30.2	%		27.6	%		29.7	%

The decrease in EBITDA as a percentage of revenues before reimbursements during the three and six months ended July 4, 2025 as compared to the same periods last year was primarily due to a decrease in utilization, an increase in payroll expense from annual salary adjustments, an increase in occupancy expense associated with the extension of our land lease with the State of Arizona and a decrease in rental income due to the loss of a tenant in our Silicon Valley facility.

The following table is a reconciliation of EBITDA and EBITDAS to the most comparable GAAP measure, net income, for the three and six months ended July 4, 2025 and June 28, 2024:


	Three Months Ended						Six Months Ended
(In thousands)	July 4, 2025			June 28, 2024			July 4, 2025			June 28, 2024
Net income	$	26,553		$	29,227		$	53,203		$	59,369
Add back (subtract):
Income taxes		10,262			10,455			21,372			20,736
Interest income, net		(2,344	)		(2,231	)		(5,058	)		(4,857	)
Depreciation and amortization		2,520			2,486			5,012			4,810
EBITDA		36,991			39,937			74,529			80,058
Stock-based compensation		5,246			5,577			13,426			12,917
EBITDAS	$	42,237		$	45,514		$	87,955		$	92,975


delaware		77-0218904
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

149 COMMONWEALTH DRIVE, MENLO PARK, California		94025
(Address of principal executive office)		(Zip Code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	EXPO	Nasdaq Global Select Market


Yes		☒		No		☐


Yes		☒		No		☐


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Page

PART I – FINANCIAL INFORMATION		3

Item 1.	Financial Statements (unaudited):	3

	Condensed Consolidated Balance Sheets July 4, 2025 and January 3, 2025	3

	Condensed Consolidated Statements of Income For the Three and Six Months Ended July 4, 2025 and June 28, 2024	4

	Condensed Consolidated Statements of Comprehensive Income For the Three and Six Months Ended July 4, 2025 and June 28, 2024	5

	Condensed Consolidated Statements of Stockholders’ Equity For the Three and Six Months Ended July 4, 2025 and June 28, 2024	6

	Condensed Consolidated Statements of Cash Flows For the Six Months Ended July 4, 2025 and June 28, 2024	8

	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

PART II – OTHER INFORMATION		30

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	32

	Signatures	33


(In thousands, except price per share)	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
April 5 to May 2		102	$	74.94		102	$	81,610
May 3 to May 30		-		-		-		81,610
May 31 to July 4		263		75.95		263		61,610
Total		365	$	75.66		365	$	61,610


Name and Title	Adoption Date	Expiration Date	Aggregate Number of Securities to be Sold (1)	Aggregate Number of Securities to be Purchased
Catherine Ford Corrigan, President and Chief Executive Officer	May 15, 2025	August 30, 2026	16,128	0


31.1	Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934.

31.2	Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

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 Embedded Linkbase Documents

Exhibit 104	Cover page formatted as Inline XBRL and contained in Exhibit 101


		EXPONENT, INC.
		(Registrant)

Date: August 8, 2025
		/s/ Catherine Ford Corrigan
		Catherine Ford Corrigan, Ph.D., Chief Executive Officer


		/s/ Richard L. Schlenker
		Richard L. Schlenker, Chief Financial Officer

For the Three and Six Months Ended July 4, 2025 and June 28, 2024

For the Three and Six Months Ended July 4, 2025 and June 28, 2024

For the Three and Six Months Ended July 4, 2025 and June 28, 2024

For the Three and Six Months Ended July 4, 2025 and June 28, 2024

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended July 4, 2025 and June 28, 2024

Restricted Stock Units

Stock Options

Note 7: Supplemental Cash Flow Information

Note 8: Accounts Receivable, Net

Note 9: Segment Reporting

Note 10: Leases

Forward-Looking Statements

Item 6. Exhibits