FTI Consulting (NYSE: FCN) VP has 24 shares withheld to cover taxes

Rhea-AI Filing Summary

FTI Consulting, Inc. executive Matthew Pachman, the company's VP and Chief Risk/Ethics Officer, reported a Form 4 transaction involving company common stock. On March 5, 2026, 24 shares of FTI Consulting common stock were withheld to cover his tax liability when restricted stock units vested pursuant to Rule 16b-3(d). This was a tax-withholding disposition rather than an open-market sale. After this withholding, Pachman directly owned 1,711 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^*

Pachman Matthew

(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)
	VP, Chief Risk/Ethics 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		F		24(1)	D	$165.51	1,711	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 awarded pursuant to Rule 16b-3(d), which vested on March 5, 2026.

Remarks:

	By: Michael Rosenthall, Attorney-in-Fact For: Matthew Pachman	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.

FAQ

What insider transaction did FTI Consulting (FCN) report for Matthew Pachman?

FTI Consulting reported that executive Matthew Pachman had 24 common shares withheld to cover taxes on vested restricted stock units. The Form 4 shows this as a tax-withholding disposition, not an open-market sale, under Rule 16b-3(d) on March 5, 2026.

Was the FCN insider transaction by Matthew Pachman a stock sale on the open market?

No, the FCN transaction was not an open-market stock sale. The 24 shares of common stock were withheld by FTI Consulting to satisfy Pachman’s tax liability when restricted stock units vested, as disclosed in the Form 4 footnote.

How many FTI Consulting (FCN) shares does Matthew Pachman own after this Form 4 transaction?

After the March 5, 2026 tax-withholding disposition, Matthew Pachman directly owns 1,711 shares of FTI Consulting common stock. The Form 4 confirms this post-transaction balance, reflecting his remaining direct equity position in the company.

What does the Form 4 tax-withholding disposition mean for FCN shareholders?

The tax-withholding disposition reflects administrative share withholding to pay taxes on vested restricted stock units. It does not represent an open-market sale decision by the executive and is a routine part of equity compensation for FTI Consulting’s VP, Chief Risk/Ethics Officer.

What type of security was involved in Matthew Pachman’s FCN Form 4 filing?

The Form 4 filing involves FTI Consulting common stock tied to restricted stock units. Shares were withheld when these units vested on March 5, 2026, in order to satisfy Pachman’s tax liability, consistent with Rule 16b-3(d) treatment of equity awards.