What triggered the tax-withholding share disposition at FTI Consulting (FCN)?

The disposition was triggered when restricted stock awarded to Ulrike Rabl vested on March 5, 2026. Shares were withheld to pay the resulting tax liability, as explained in the Form 4 footnote.

FTI Consulting CHRO reports tax share withholding

FTI Consulting, Inc. Chief Human Resources Officer Ulrike Rabl reported a Form 4 transaction involving company common stock.

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Form Type

Rhea-AI Filing Summary

FTI Consulting, Inc. Chief Human Resources Officer Ulrike Rabl reported a Form 4 transaction involving company common stock. On March 5, 2026, 167 shares were disposed of at an indicated value of $165.51 per share to satisfy tax liabilities on vested restricted stock. After this tax-withholding disposition, Rabl directly holds 811 shares of FTI Consulting common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 167 shares

Exercise Price or Tax Liability 1 txn

Insider Rabl Ulrike

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	167	$165.51	$28K

Holdings After Transaction: Common Stock — 811 shares (Direct)

Footnotes (1)

F1. 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.

FAQ

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What insider transaction did FTI Consulting (FCN) report for Ulrike Rabl?

FTI Consulting reported that Chief Human Resources Officer Ulrike Rabl had 167 common shares withheld on March 5, 2026. The shares covered tax liabilities on restricted stock that vested, as disclosed in a Form 4 filing.

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

No, the Form 4 describes a tax-withholding disposition, not a regular market sale. 167 shares of common stock were withheld to pay tax liability on vested restricted stock awarded under Rule 16b-3(d).

How many FTI Consulting (FCN) shares were involved in Ulrike Rabl’s tax withholding?

The filing shows that 167 shares of FTI Consulting common stock were disposed of in the tax-withholding transaction. The indicated value was $165.51 per share, based on the figures reported in the Form 4.

How many FTI Consulting (FCN) shares does Ulrike Rabl hold after the transaction?

After the tax-withholding disposition, Ulrike Rabl directly holds 811 shares of FTI Consulting common stock. This post-transaction balance is explicitly stated in the ownership column of the Form 4.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 167 shares were withheld from Ulrike Rabl’s restricted stock to cover tax obligations when the award vested.

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Accepted by SEC EDGAR 03/09/2026 - 03:52 PM

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^*

Rabl Ulrike

(Last)

(First)

(Middle)

555 12TH STREET NW

(Street)

WASHINGTON

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)
	Chief Human Resources Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2026		F		167⁽¹⁾	D	$165.51	811	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

	By: Michael Rosenthall, Attorney-in-Fact For: Ulrike Rabl	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.

Source: View Original Filing on SEC EDGAR