FTI Consulting (FCN) GC reports RSU vesting, tax share withholding

Rhea-AI Filing Summary

FTI Consulting General Counsel Curtis P. Lu reported equity compensation activity in company common stock. On account of performance-based restricted stock units granted on March 8, 2023, he acquired 1,303 shares after performance conditions for the period ended December 31, 2025 were met. To cover related tax liabilities, 395 shares were withheld, resulting in a net increase of 908 shares and bringing his direct holdings to 45,490 shares.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

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

1. Name and Address of Reporting Person^*

Lu Curtis P

(Last) (First) (Middle)

555 12TH STREET NW

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FTI CONSULTING, INC [ FCN ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		A		1,303(1)	A	$0	45,885	D
Common Stock	02/23/2026		F		395(2)	D	$156.31	45,490	D

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

Explanation of Responses:

1. Represents shares of common stock of FTI Consulting, Inc. acquired on account of Performance-Based Restricted Stock Units with a grant date of March 8, 2023, upon satisfaction of the applicable performance conditions for the measurement period ended December 31, 2025.

2. Represents shares of common stock of FTI Consulting, Inc. withheld to pay tax liability on common shares acquired on account of Performance-Based Restricted Stock Units with a grant date of March 8, 2023, upon satisfaction of the applicable performance conditions for the measurement period ended December 31, 2025.

Remarks:

	By: Michael Rosenthall, Attorney-in-Fact For: Curtis Pey-lin Lu	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transactions did FCN General Counsel Curtis P. Lu report?

Curtis P. Lu reported acquiring 1,303 shares of FTI Consulting common stock from vested performance-based restricted stock units and a related withholding of 395 shares for taxes, resulting in a net increase of 908 shares in his direct holdings.

How many FTI Consulting (FCN) shares does Curtis P. Lu own after this Form 4?

After these transactions, Curtis P. Lu directly holds 45,490 shares of FTI Consulting common stock. This reflects the 1,303-share award from vested performance-based restricted stock units and 395 shares withheld to satisfy tax obligations tied to that equity compensation.

What was the nature of the 1,303 FCN shares acquired by Curtis P. Lu?

The 1,303 FTI Consulting shares were acquired at no cash price upon vesting of performance-based restricted stock units granted March 8, 2023, after performance conditions were satisfied for the measurement period that ended December 31, 2025, as described in the filing footnotes.

Why were 395 FTI Consulting (FCN) shares disposed of in Curtis P. Lu’s Form 4?

The 395 FTI Consulting shares were withheld to pay tax liabilities on the common shares acquired from vested performance-based restricted stock units. This tax-withholding disposition is coded as an F transaction, indicating shares delivered to satisfy tax obligations rather than an open-market sale.

What transaction codes appear in Curtis P. Lu’s FCN Form 4 and what do they mean?

The Form 4 shows code A for a grant or award acquisition of 1,303 shares from performance-based restricted stock units, and code F for a tax-withholding disposition of 395 shares used to pay tax liabilities related to that equity award, both involving FTI Consulting common stock.

On what date did Curtis P. Lu’s reported FCN stock transactions occur?

Both the acquisition and tax-withholding disposition occurred on February 23, 2026. On that date, the performance-based restricted stock units granted March 8, 2023 vested after meeting conditions for the period ending December 31, 2025, triggering the share delivery and related tax withholding.