FTI Consulting (NYSE: FCN) interim CFO logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

FTI Consulting, Inc. executive Paul Alderman, CSTO and Interim CFO, reported equity compensation activity involving company common stock. On February 23, 2026, he acquired 1,303 shares at no cost upon the vesting of Performance-Based Restricted Stock Units originally granted on March 8, 2023, after performance conditions through December 31, 2025 were met. On the same date, 472 shares were disposed of to satisfy tax withholding obligations related to this vesting, rather than through an open-market sale, leaving him with 88,697 shares of directly owned 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^*

Linton Paul Alderman

(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)
	CSTO and Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A		1,303(1)	A	$0	89,169	D
Common Stock	02/23/2026		F		472(2)	D	$156.31	88,697	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. acquired on account of Performance-Based Restricted Stock Units with a grant date of March 8, 2023, upon satisfaction of the applicable performance conditions for the measurement period ended December 31, 2025.

2. Represents shares of common stock of FTI Consulting, Inc. withheld to pay tax liability on common shares acquired on account of Performance-Based Restricted Stock Units with a grant date of March 8, 2023, upon satisfaction of the applicable performance conditions for the measurement period ended December 31, 2025.

Remarks:

	By: Michael Rosenthall, Attorney-in-Fact For: Paul Linton	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did FTI Consulting (FCN) report for Paul Alderman?

FTI Consulting reported that executive Paul Alderman acquired 1,303 shares of common stock through vesting of performance-based restricted stock units and disposed of 472 shares to cover related tax liabilities, all on February 23, 2026.

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

No, the disposition of 472 FTI Consulting shares by Paul Alderman was for tax withholding. The shares were withheld to pay tax liabilities arising from the vesting of performance-based restricted stock units, not sold in an open-market transaction.

How many FTI Consulting (FCN) shares did Paul Alderman acquire from performance-based RSUs?

Paul Alderman acquired 1,303 shares of FTI Consulting common stock. These shares were delivered upon satisfaction of performance conditions tied to performance-based restricted stock units granted on March 8, 2023 for a period ending December 31, 2025.

How many FTI Consulting (FCN) shares were withheld for taxes in this Form 4?

A total of 472 FTI Consulting common shares were withheld to satisfy tax liabilities. These shares relate to stock received upon vesting of performance-based restricted stock units after the performance measurement period ended on December 31, 2025.

What is Paul Alderman’s role at FTI Consulting (FCN) in this Form 4?

In this Form 4, Paul Alderman is identified as an officer of FTI Consulting, serving as CSTO and Interim CFO. The reported equity transactions relate to his compensation in common stock through performance-based restricted stock units.

How many FTI Consulting (FCN) shares does Paul Alderman own after these transactions?

After the reported grant and tax-withholding disposition, Paul Alderman directly owns 88,697 shares of FTI Consulting common stock. This figure reflects his holdings following both the 1,303-share acquisition and the 472-share tax-related disposition.