FTI Consulting (NYSE: FCN) CEO logs tax-withholding share disposals

Rhea-AI Filing Summary

FTI Consulting, Inc. CEO, Chairman and President Steven Henry Gunby reported tax-related share dispositions tied to equity vesting. On March 5, 2026, a total of 3,458 shares of common stock at $165.51 per share were withheld to cover tax liabilities on vested restricted stock and restricted stock units. After these Rule 16b-3(d) tax-withholding transactions, he directly owned 297,685 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

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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)
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		1,309(1)	D	$165.51	299,834	D
Common Stock	03/05/2026		F		2,149(2)	D	$165.51	297,685	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 awarded pursuant to Rule 16b-3(d), which vested on March 5, 2026.

2. Represents shares of common stock of FTI Consulting, Inc. withheld to pay tax liability on shares of restricted stock units awarded pursuant to Rule 16b-3(d), which vested on March 5, 2026.

Remarks:

	By: Michael Rosenthall, Attorney-in-Fact For: Steven H. Gunby	03/09/2026
	** 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 transaction did FTI Consulting (FCN) report for Steven Henry Gunby?

FTI Consulting reported that CEO Steven Henry Gunby had shares withheld to cover tax liabilities on vested equity awards. The transactions involved restricted stock and restricted stock units that vested on March 5, 2026, and were settled through tax-withholding dispositions.

How many FTI Consulting (FCN) shares were disposed of for tax withholding on March 5, 2026?

A total of 3,458 FTI Consulting common shares were disposed of for tax withholding purposes. The Form 4 shows 1,309 shares and 2,149 shares withheld in two separate transactions tied to restricted stock and restricted stock units that vested the same day.

At what price were FTI Consulting (FCN) shares valued for the CEO’s tax-withholding dispositions?

The tax-withholding dispositions used a price of $165.51 per FTI Consulting share. This price applied to both transactions covering tax liabilities on vested restricted stock and restricted stock units reported for March 5, 2026, in the Form 4 filing.

Did FTI Consulting’s CEO execute open-market sales in this Form 4 filing?

The filing indicates tax-withholding dispositions rather than open-market sales. Shares of FTI Consulting common stock were withheld to satisfy tax liabilities on vested restricted stock and restricted stock units, consistent with transaction code F and related footnote descriptions.

How many FTI Consulting (FCN) shares does Steven Henry Gunby hold after these transactions?

After the reported tax-withholding dispositions, Steven Henry Gunby directly owns 297,685 shares of FTI Consulting common stock. This post-transaction holding reflects the share balance following the March 5, 2026 equity vesting and associated tax-withholding activity.