10-K/A

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No. 1

 Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 29, 2023.

 OR

 Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to _________.

 Commission File Number 0-18655

 EXPONENT, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 77-0218904

 (State or other jurisdiction of incorporation or organization)

 (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)

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

 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

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 The aggregate market value of the common stock held by non-affiliates of the registrant based on the closing sales price of the common stock as reported on the NASDAQ Global Select Market on June 30, 2023, the last business day of the registrant's most recently completed second quarter, was approximately $ 3.4 billion. Shares of the registrant's common stock held by each executive officer and director and by each entity or person that, to the registrant's knowledge, owned 10% or more of registrant's outstanding common stock as of June 30, 2023 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the registrant's common stock outstanding as of February 16, 2024 was 50,563,193.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's Definitive Proxy Statement for the registrant's 2023 Annual Meeting of Stockholders to be held on June 6, 2024 are incorporated by reference into Part III of this Annual Report on Form 10-K.

 Auditor Name: KPMG, LLP

 Auditor Location: San Francisco, California

 Audit Firm ID: 185

 Explanatory Note

 The Registrant is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the fiscal year ended December 29, 2023 (the "Original Form 10-K") to correct the hyperlink for Exhibit 3.2(i). The Registrant has also updated the date of the Annual Meeting of Stockholders on the cover of the filing. Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Form 10-K and does not modify or update in any way the disclosures contained in the Original Form 10-K, which speak as of the date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company's other filings with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-K.

 Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

 Item 15. Exhibits, Financial Statement Schedules

 EXHIBIT INDEX

 The following exhibits are filed as part of, or incorporated by reference into (as indicated parenthetically), the Original Form 10-K, as amended by this Amendment. Unless otherwise indicated all filings are under SEC File Number 000-18655:

 3.1(i)

 Restated Certificate of Incorporation of the Company (incorporated by reference from the Company's Registration Statement on Form S-1 as filed on June 25, 1990, registration number 33-35562). (P)

 3.1(ii)

 Certificate of Amendment of Restated Certificate of Incorporation dated January 30, 1998 (incorporated by reference from the Company's Annual Report on Form 10-K as filed on February 23, 2024).

 3.1(iii)

 Certificate of Amendment of Restated Certificate of Incorporation of the Company (incorporated by reference from the Company's Current Report on Form 8-K filed on May 24, 2006).

 3.1(iv)

 Certificate of Amendment of Restated Certificate of Incorporation of the Company (incorporated by reference from the Company's Current Report on Form 8-K filed on May 28, 2015).

 3.1(v)

 Certificate of Amendment of Restated Certificate of Incorporation of the Company (incorporated by reference from the Company's Current Report on Form 8-K filed on May 31, 2018).

 3.2(i)

 Amended and Restated Bylaws of the Company, as amended and restated December 15, 2022 (incorporated by reference from the Company's Current Report on Form 8-K as filed on December 19, 2022).

 4.1

 Specimen copy of Common Stock Certificate of the Company (incorporated by reference from the Company's Registration Statement on Forms S-1 as filed on June 25, 1990, registration number 33-35562). (P)

 *4.2

 Description of the Registrant's Securities (incorporated by reference from the Company's Annual Report on From 10-K for fiscal year ended January 1, 2021).

 10.15

 Commercial Lease No. 03-53542 between the Company and the Arizona State Land Department, effective January 17, 1998 (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 2003).

 *10.17

 Exponent Nonqualified Deferred Compensation Plan (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004).

 *10.18

 Amended and Restated Nonqualified Deferred Compensation Plan dated January 1, 2022 (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021)

 *10.19

 Form of Indemnification Agreement entered into or proposed to be entered into between the Company and its officers and directors (incorporated by reference from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006).

 10.20

 Services Agreement between the Company and Exponent Engineering P.C. (incorporated by reference from the Company's Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2006).

 *10.28

 2008 Employee Stock Purchase Plan (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2009).

 *10.31

 Form of Restricted Stock Unit Employee Bonus Grant Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2009).

 *10.32

 Form of Restricted Stock Unit Employee Matching Grant Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2009).

 *10.33

 Form of Restricted Stock Unit Director Grant Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2009).

 *10.37

 Exponent, Inc. Amended and Restated 2008 Equity Incentive Plan (filed as Appendix A to the Company's Schedule 14A filed on April 19, 2012).

 *10.38

 Exponent, Inc. 401(k) Savings Plan, as amended and restated effective January 1, 2014 (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2021).

 *10.39

 First Amendment to the Exponent, Inc. 401(k) Savings Plan (as amended and restated January 1, 2014) (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2021).

 *10.40

 Second Amendment to the Exponent, Inc. 401(k) Savings Plan (as amended and restated January 1, 2014) (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2021).

 *10.41

 Form of Stock Option Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2011).

 *10.43

 Amendment to Form of Stock Option Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2012).

 *10.45

 Form of Indemnification Agreement entered into or proposed to be entered into between the Company and its officers and directors (incorporated by reference from the Company's Current Report on Form 8-K as filed on May 30, 2014).

 *10.46

 Executive Compensation Clawback Policy (incorporated by reference from the Company's Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2016).

 *10.47

 Exponent, Inc. Amended and Restated 2008 Equity Incentive Plan (filed as Appendix A to the Company's Schedule 14A on April 18, 2017).

 *10.48

 Exponent, Inc. Amended and Restated 2008 Employee Stock Purchase Plan (filed as Appendix B to the Company's Schedule 14A on April 18, 2017).

 21.1

 List of subsidiaries (incorporated by reference from the Company's Annual Report on Form 10-K as filed on February 23, 2024).

 23.1

 Consent of Independent Registered Public Accounting Firm (previously filed with the Company's Annual Report on Form 10-K filed on February 23, 2024).

 31.1

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

 31.2

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

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (incorporated by reference from the Company's Annual Report on Form 10-K as filed on February 23, 2024).

 32.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (incorporated by reference from the Company's Annual Report on Form 10-K as filed on February 23, 2024).

 97.01

 Exponent, Inc. Incentive Compensation Recovery Policy (incorporated by reference from the Company's Annual Report on Form 10-K as filed on February 23, 2024)

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Exhibit 104

 * Indicates management compensatory plan, contract or arrangement

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 EXPONENT, INC.

 (Registrant)

 Date: April 17, 2024

 By:

 /s/ Richard L. Schlenker, Jr.

 Richard L. Schlenker, Jr., Executive Vice President,

 Chief Financial Officer and Corporate Secretary