[8-K] FTI CONSULTING, INC Reports Material Event

Rhea-AI Filing Summary

FTI Consulting, Inc. entered into an Agreement for Leases to guarantee three long-term leases for a new London office at One Exchange Square. A wholly owned subsidiary will lease approximately 80,664 rentable square feet, with an option before January 31, 2026 to increase the space to about 102,828 rentable square feet.

The leases are expected to commence around September 25, 2027, run for 15 years, and include a break option at the end of the 10th year. Rent is abated for the first 16.5 months, then payable quarterly with aggregate rental payments of about $115 million, or $145 million if the larger space is taken, over the contractual term, subject to periodic market rent reviews that may increase, but not decrease, rent.

Insights

Real estate and lease obligations analyst

FTI commits to a sizable long-term London office lease with structured rent.

FTI Consulting is committing to a new London headquarters location through three leases totaling approximately 80,664 rentable square feet, with the option to expand to 102,828 rentable square feet before January 31, 2026. The company, through a subsidiary as tenant and FTI as guarantor, expects to take possession around September 25, 2027, anchoring its London presence for at least a decade unless the break option is used.

The leases run for 15 years with a break option after 10 years, and initial rent is abated for 16.5 months, which softens the early cash impact. Aggregate rental payments over the contractual term are stated at approximately $115 million, or $145 million if the expansion space is taken, assuming no rent increases and current foreign exchange rates. Every five years, rent is subject to open market review where it can rise but not fall, so future cash outlays will depend on market conditions at those review dates.

Additional flexibility comes from a one-time right to renew each lease for 5 or 10 years at fair market value, not below the prior rent, and a right of first refusal for an extra floor if the tenant continues to occupy the premises. These features indicate a long-term commitment to London operations, with financial impact tied to future choices about exercising the break and renewal options and how market rents evolve over the 15-year term.

FTI CONSULTING, INC DC false 0000887936 0000887936 2025-11-21 2025-11-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2025

FTI CONSULTING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		001-14875		52-1261113
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

555 12th Street NW, Washington, D.C. 20004

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (202) 312-9100

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each Exchange on which Registered
Common Stock, par value $0.01 per share		FCN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01. Entry into a Material Definitive Agreement

On November 21, 2025, FTI Consulting, Inc. (“FTI Consulting” or the “Company”) entered into an agreement for leases (the “Agreement for Leases”) with PNBJ I Limited (the “Landlord”) to guarantee the obligations of FTI Consulting Management Limited (the “Tenant”), a wholly-owned subsidiary of the Company, to take three leases (the “Leases”) of certain premises located at One Exchange Square, 175 Bishopsgate, London EC2M 3TW (the “Premises”) for FTI Consulting’s London office comprising approximately 80,664 rentable square feet in the aggregate. Prior to January 31, 2026, the Tenant has the right to elect to increase the Premises to approximately 102,828 rentable square feet in the aggregate.

The Tenant expects to be granted the Leases and accept possession of the Premises on or about September 25, 2027, subject to the satisfaction of certain conditions, including the Landlord’s delivery of the vacant Premises to the Tenant after the Landlord’s completion of agreed upon work on the Premises. FTI Consulting will act as guarantor of the Tenant’s obligations under the Leases. The Leases will have a term of 15 years, subject to a break option allowing the Tenant to terminate the Leases at the end of the 10th year. Rental payments under the Leases will be abated for the first 16.5 months of the Leases, subject to certain extensions of the abatement period if the Landlord fails to perform its work timely. Thereafter, the rental payments under the Leases will commence and will be payable in quarterly installments for an aggregate amount of approximately $115 million, or $145 million in the event that 102,828 rentable square feet is taken, assuming no increases in the yearly rent and based on foreign exchange rates as of the date of the Agreement for Leases, excluding lease-related incentives, over the contractual term of the Leases. The rental payments will be subject to an open market review after every 5 years of the term of the Leases, at which time the rent may be increased (but not decreased) depending on then-current market conditions. Rental payments may be abated for an additional 12 months if the Tenant does not exercise its break option to early terminate the Leases at the end of the 10th year.

At the end of the initial 15-year term, Tenant has a one-time contractual right to renew each of the Leases for a term of either 5 years or 10 years. Rental payments for any renewal term will be set at the fair market rental value of the Premises for the applicable renewal term, taking into consideration all relevant factors, but will not be less than the rent payable immediately before the start of the renewal term. There is also a statutory right to renew each of the Leases.

In certain circumstances, if the Tenant continues to occupy the Premises that are the subject of the Leases, the Company has a right of first refusal to enter into an additional lease with the Landlord for an additional floor of the Premises. Any such lease will be on the rent, rental payment abatement and rent review terms offered by the Landlord but for a term that will be co-terminus with the Leases.

Other than the Leases, there are no material agreements between FTI Consulting and the Landlord, and there is no material relationship between FTI Consulting and the Landlord.

The foregoing summary of the Agreement for Leases does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement for Leases, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference. 

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The description of the Agreement for Leases set forth under Item 1.01 is incorporated into this Item 2.03 by reference.

ITEM 9.01. Financial Statements and Exhibits

10.1* Agreement for Leases, dated November 21, 2025, by and among FTI Consulting, Inc., PNBJ I Limited (the “Landlord”), and FTI Consulting Management Limited.

104 The Cover Page from FTI Consulting’s Current Report on Form 8-K dated November 21, 2025, formatted in Inline XBRL.

* Exhibits and Schedules (or similar attachments) to the Agreement for Leases are not filed. FTI Consulting, Inc. will supplementally furnish a copy of any omitted Exhibit or Schedule (or similar attachment) to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				FTI CONSULTING, INC.
Dated: November 26, 2025
				By:		/s/ CURTIS P. LU
				Name:		Curtis P. Lu
				Title:		General Counsel

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FAQ

What did FTI Consulting (FCN) announce in this Form 8-K?

FTI Consulting announced that it entered into an Agreement for Leases to guarantee three long-term leases for a new London office at One Exchange Square through a wholly owned subsidiary.

How large is FTI Consulting's new London office under the leases?

The leases cover approximately 80,664 rentable square feet, with a contractual right for the tenant to increase the total area to about 102,828 rentable square feet before January 31, 2026.

What are the key financial terms of FTI Consulting's London leases?

After a 16.5-month rent abatement, quarterly rental payments over the 15-year contractual term total about $115 million, or $145 million if the larger space is taken, assuming no rent increases and current foreign exchange rates.

When do FTI Consulting's London leases start and how long do they run?

The tenant expects to be granted the leases and take possession on or about September 25, 2027. The leases have a 15-year term with a break option allowing termination at the end of the 10th year.

Can the rent under FTI Consulting's London leases change over time?

Yes. Rent is subject to open market review every 5 years during the lease term, and the rent may be increased but not decreased based on then-current market conditions.

Does FTI Consulting have options to extend or expand its London space?

FTI Consulting, through its tenant subsidiary, has a one-time right to renew each lease for 5 or 10 years at fair market rent, and a right of first refusal to lease an additional floor if it continues to occupy the premises.