FTI Consulting (NYSE: FCN) CAO reports 24-share tax-withholding disposition

Rhea-AI Filing Summary

FTI Consulting, Inc. Chief Accounting Officer and Controller Brendan J. Keating reported a small tax-related share disposition. On March 5, 2026, 24 shares of common stock were withheld at $165.51 per share to cover tax liability on vesting restricted stock units. After this Rule 16b-3(d) tax-withholding transaction, Keating directly owned 7,950 shares of FTI Consulting common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KEATING BRENDAN J

Role CAO and Controller

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	24	$165.51	$4K

Holdings After Transaction: Common Stock — 7,950 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KEATING BRENDAN J

(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)
	CAO and Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		F		24(1)	D	$165.51	7,950	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. withheld to pay tax liability on shares of restricted stock units pursuant to Rule 16b-3(d), which vested on March 5, 2026.

Remarks:

	By: Michael Rosenthall, Attorney-in-Fact For: Brendan Keating	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FTI Consulting (FCN) report for Brendan J. Keating?

FTI Consulting reported that Brendan J. Keating had 24 common shares withheld to cover tax liability from vesting restricted stock units. This Rule 16b-3(d) tax-withholding disposition is administrative and not an open-market buy or sell transaction.

Was the FTI Consulting (FCN) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition under code F, not an open-market sale. Shares were withheld by the company to pay taxes on restricted stock units that vested on March 5, 2026.

How many FTI Consulting (FCN) shares were involved in Brendan Keating’s Form 4 filing?

The filing reports 24 shares of FTI Consulting common stock withheld at $165.51 per share. These shares covered tax obligations on vested restricted stock units rather than representing a discretionary sale into the market.

How many FTI Consulting (FCN) shares does Brendan Keating own after this transaction?

After the tax-withholding disposition, Brendan Keating directly owned 7,950 shares of FTI Consulting common stock. This figure reflects his remaining direct holdings following the 24 shares withheld to satisfy his equity award tax liability.

What does transaction code F mean in the FTI Consulting (FCN) Form 4?

Transaction code F indicates shares were used to pay the exercise price or tax liability on an equity award. Here, FTI Consulting withheld 24 shares from Brendan Keating’s vested restricted stock units to satisfy associated tax obligations.