FTI Consulting (NYSE: FCN) GC sells 8,710 shares after option exercise

Rhea-AI Filing Summary

FTI Consulting General Counsel Curtis P. Lu exercised stock options for 8,710 shares of common stock at $40.36 per share and received 8,710 shares on March 9, 2026. He then sold 8,710 shares in an open-market transaction at $166.60 per share, leaving him with 44,955 shares held directly.

Separate transactions on March 6 and 8, 2026 disposed of 171 and 157 shares, respectively, at $168.41 per share to cover tax liabilities on vested restricted stock, which is a non-market, tax-withholding mechanism rather than a discretionary sale.

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)
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		171(1)	D	$168.41	45,112	D
Common Stock	03/08/2026		F		157(2)	D	$168.41	44,955	D
Common Stock	03/09/2026		M		8,710	A	$40.36	53,665	D
Common Stock	03/09/2026		S		8,710	D	$166.6	44,955	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
Stock Option (right to buy)	$40.36	03/09/2026		M			8,710	(3)	03/06/2027	Common Stock	8,710	$0	0	D

Explanation of Responses:

1. Represents shares of common stock of FTI Consulting, Inc. withheld to pay tax liability on shares of restricted stock awarded pursuant to Rule 16b-3(d), which vested on March 6, 2026.

2. Represents shares of common stock of FTI Consulting, Inc. withheld to pay tax liability on shares of restricted stock awarded pursuant to Rule 16b-3(d), which vested on March 8, 2026.

3. All options pursuant to these awards vested and became exercisable in full on March 6, 2020.

Remarks:

	By: Michael Rosenthall, Attorney-in-Fact For: Curtis Pey-lin Lu	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).
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FAQ

What did FTI Consulting (FCN) General Counsel Curtis Lu do in this Form 4?

Curtis P. Lu exercised stock options for 8,710 FTI Consulting shares and sold the same 8,710 shares in the open market. He also had small share dispositions to cover tax liabilities tied to restricted stock vesting, a routine compensation-related event.

How many FTI Consulting (FCN) shares did Curtis Lu sell and at what price?

Curtis Lu sold 8,710 shares of FTI Consulting common stock at $166.60 per share. This sale followed his exercise of stock options for the same 8,710 shares at a lower exercise price, converting an option position into cash while maintaining a remaining equity stake.

What was the stock option exercise price in the FTI Consulting (FCN) Form 4?

The stock options were exercised at an exercise price of $40.36 per share for 8,710 underlying FTI Consulting shares. These options had fully vested earlier and were exercisable before their March 6, 2027 expiration, turning a derivative award into common stock ownership before the subsequent sale.

How many FTI Consulting (FCN) shares does Curtis Lu hold after these transactions?

After exercising options, selling 8,710 shares, and tax-related dispositions, Curtis Lu directly holds 44,955 FTI Consulting common shares. This figure comes from the post-transaction ownership line, which reflects his remaining equity position following the series of option and tax-withholding transactions.

Were all FTI Consulting (FCN) share dispositions by Curtis Lu open-market sales?

No. Only 8,710 shares were sold in an open-market transaction. Additional dispositions of 171 and 157 shares were withheld by the company to pay tax liabilities on vested restricted stock, which is a compensation-related mechanism rather than a discretionary market sale.

What do the tax-withholding transactions mean in the FTI Consulting (FCN) Form 4?

The F-coded transactions represent 171 and 157 FTI Consulting shares withheld to satisfy tax obligations on restricted stock vesting. This process uses shares instead of cash to pay taxes, does not involve open-market selling, and is typically a routine aspect of equity compensation.