FTI Consulting (FCN) CEO receives stock grant, with shares withheld for taxes

Rhea-AI Filing Summary

FTI Consulting CEO, Chairman and President Steven Henry Gunby reported mixed equity compensation activity involving the company’s common stock. On February 23, 2026, he acquired 12,197 shares through the vesting of performance-based restricted stock units granted on March 8, 2023, at a stated price of $0.00 per share.

On the same date, 5,061 shares were disposed of at $156.31 per share to satisfy tax liabilities associated with the vested shares. After these transactions, Gunby directly owned 301,143 common shares of FTI Consulting.

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^*

Gunby Steven Henry

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Chairman and President

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		12,197(1)	A	$0	306,204	D
Common Stock	02/23/2026		F		5,061(2)	D	$156.31	301,143	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: Steven H. Gunby	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 did FTI Consulting (FCN) CEO Steven Gunby report in this Form 4?

Steven Gunby reported a mix of equity transactions: he received 12,197 shares of FTI Consulting common stock from vested performance-based restricted stock units and had 5,061 shares withheld to cover related tax liabilities, leaving him with direct ownership of 301,143 shares.

How many FTI Consulting (FCN) shares did the CEO acquire in the latest filing?

The CEO acquired 12,197 shares of FTI Consulting common stock. These were delivered upon vesting of performance-based restricted stock units granted on March 8, 2023, after performance conditions were met for the period ending December 31, 2025, at a stated price of $0.00 per share.

Why were some FTI Consulting (FCN) shares disposed of in this Form 4?

The 5,061 FTI Consulting shares were disposed of solely to satisfy tax liabilities arising from the vesting of performance-based restricted stock units. The shares were withheld at $156.31 per share, reflecting a tax-withholding disposition rather than an open-market sale by the CEO.

What is Steven Gunby’s direct share ownership in FTI Consulting (FCN) after these transactions?

After the reported transactions, Steven Gunby directly owns 301,143 shares of FTI Consulting common stock. This figure reflects the net impact of 12,197 shares acquired from vested performance-based units and 5,061 shares withheld to cover corresponding tax obligations on the acquired shares.

What type of equity award vested for FTI Consulting (FCN) CEO in this Form 4?

The equity award was performance-based restricted stock units. These units, granted on March 8, 2023, converted into 12,197 common shares after the company satisfied specified performance conditions for the measurement period that ended on December 31, 2025, triggering the stock delivery.

Did the FTI Consulting (FCN) CEO execute an open-market sale in this filing?

No open-market sale was reported. The disposition of 5,061 shares was classified as a tax-withholding transaction, where shares were delivered back to satisfy tax liabilities tied to the vesting of performance-based restricted stock units, rather than a discretionary sale into the market.