FTI Consulting (NYSE: FCN) CAO uses 205 shares for tax withholding

Rhea-AI Filing Summary

FTI Consulting CAO and Controller Brendan J. Keating reported routine tax-withholding transactions related to vested restricted stock units. On March 6, 2026, a total of 205 shares of common stock were withheld at $168.41 per share to cover tax liabilities under Rule 16b-3(d). After these non-market dispositions, Keating directly held 7,745 shares of FTI Consulting common stock.

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)
03/06/2026

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	03/06/2026		F		20(1)	D	$168.41	7,930	D
Common Stock	03/06/2026		F		185(1)	D	$168.41	7,745	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 6, 2026.

Remarks:

	By: Michael Rosenthall, Attorney-in-Fact For: Brendan Keating	03/10/2026
	** 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 CAO and Controller Brendan J. Keating had 205 common shares withheld to cover tax liabilities on vested restricted stock units. The transactions used a price of $168.41 per share and were classified as tax-withholding dispositions, not open-market sales.

Were Brendan J. Keating’s FTI Consulting share transactions open-market sales?

No, the transactions were not open-market sales. They were Form 4 code F events, meaning 205 shares of common stock were withheld by the company at $168.41 per share to satisfy tax obligations on restricted stock units that vested on March 6, 2026.

How many FTI Consulting shares were used for tax withholding in this Form 4?

A total of 205 FTI Consulting common shares were used for tax withholding. The Form 4 shows two code F dispositions, for 20 shares and 185 shares, both priced at $168.41 per share, tied to restricted stock units vesting on March 6, 2026.

How many FTI Consulting shares does Brendan J. Keating hold after these transactions?

After the tax-withholding dispositions, Brendan J. Keating directly holds 7,745 FTI Consulting common shares. The Form 4 shows his direct ownership declining from 7,930 to 7,745 shares as 205 shares were withheld to cover tax liabilities related to vested restricted stock units.

What triggered the tax-withholding share dispositions for FTI Consulting’s CAO?

The dispositions were triggered by the vesting of restricted stock units on March 6, 2026. To pay the associated tax liability, 205 shares of FTI Consulting common stock were withheld pursuant to Rule 16b-3(d), rather than being sold in the open market for cash proceeds.