EXPONENT INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

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Exponent, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2026 NOTICE OF

ANNUAL STOCKHOLDERS MEETING

AND PROXY STATEMENT

Exponent, Inc.

149 Commonwealth Drive

Menlo Park, CA 94025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 4, 2026

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Exponent, Inc., a Delaware corporation (the “Company”), will be held in a virtual format on Thursday, June 4, 2026, at 8:00 a.m. Pacific time, for the following purposes:

•

To elect six directors for a term of one year;

•

To ratify the appointment of KPMG LLP, as independent registered public accounting firm for the Company for the fiscal year ending January 1, 2027;

•

To approve, on an advisory basis, the fiscal 2025 compensation of the Company’s named executive officers; and

•

To attend to other matters that may properly come before the Annual Meeting.

Stockholders owning the Company’s shares at the close of business on April 8, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. We will make available, through electronic means, a list of stockholders of record as of the Record Date for inspection by stockholders for any purpose related to the meeting for ten days prior to the meeting. If you want to inspect this list, please send your request, along with proof of ownership, by email to investor-relations@exponent.com. The list will also be available to stockholders at meetnow.global/MGTD45N during the live webcast of the Annual Meeting.

There is no physical location for the Annual Meeting. All stockholders of record as of the Record Date are cordially invited to attend the virtual Annual Meeting. You may participate in the Annual Meeting by visiting meetnow.global/MGTD45N.

FOR THE BOARD OF DIRECTORS

Gina P. Flynn, Vice President, General Counsel and.......... Corporate Secretary

Menlo Park, California

April 20, 2026

TABLE OF CONTENTS

EXPONENT, INC.

PROXY STATEMENT

FOR THE

2026 ANNUAL MEETING OF STOCKHOLDERS