What triggered the FCN tax-withholding share dispositions reported in the Form 4?

The tax-withholding share dispositions were triggered by vesting of restricted stock units. Footnotes explain that shares were withheld to pay tax liabilities on RSUs that vested on March 6 and March 8, 2026, under Rule 16b-3(d), rather than through discretionary market trades.

FTI Consulting (NYSE: FCN) CEO logs RSU tax-withholding of 3,248 shares

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FTI Consulting CEO Steven Henry Gunby reported routine tax-withholding share dispositions tied to restricted stock unit vesting. A total of 3,248 shares of common stock were withheld on March 6 and March 8, 2026, at $168.41 per share to cover tax obligations. After these transactions, he directly owns 294,437 shares of FTI Consulting common stock. These F-code entries reflect payment of tax liabilities rather than open-market purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gunby Steven Henry

Role CEO, Chairman and President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,732	$168.41	$292K
Tax Withholding	Common Stock	1,516	$168.41	$255K

Holdings After Transaction: Common Stock — 294,437 shares (Direct)

Footnotes (1)

Represents shares of common stock of FTI Consulting, Inc. withheld to pay tax liability on shares of restricted stock units pursuant to Rule 16b-3(d), which vested on March 6, 2026. Represents shares of common stock of FTI Consulting, Inc. withheld to pay tax liability on shares of restricted stock units pursuant to Rule 16b-3(d), which vested on March 8, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/10/2026 - 04:57 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
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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^*

Gunby Steven Henry

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Chairman and President

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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)
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	03/06/2026		F		1,516⁽¹⁾	D	$168.41	296,169	D
Common Stock	03/08/2026		F		1,732⁽²⁾	D	$168.41	294,437	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 units 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 units pursuant to Rule 16b-3(d), which vested on March 8, 2026.

Remarks:

	By: Michael Rosenthall, Attorney-in-Fact For: Steven H. Gunby	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).
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

FAQ

What did FCN CEO Steven Henry Gunby report in this Form 4?

Steven Henry Gunby reported that 3,248 FTI Consulting shares were withheld to cover tax liabilities on vested restricted stock units. These F-code transactions are administrative tax-withholding dispositions, not open-market trades, and follow RSU vesting on March 6 and March 8, 2026.

Were the FCN insider transactions open-market buys or sells?

No, the FCN insider transactions were not open-market trades. Both entries use code F, indicating shares were withheld to pay tax liabilities on vested restricted stock units. The filing shows no open-market purchases or sales by Steven Henry Gunby in these transactions.

How many FTI Consulting (FCN) shares were withheld for taxes?

A total of 3,248 FTI Consulting common shares were withheld for taxes. The Form 4 shows 1,516 shares withheld on March 6, 2026, and 1,732 shares withheld on March 8, 2026, each at a price of $168.41 per share for tax-payment purposes.

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

After the tax-withholding transactions, Steven Henry Gunby directly holds 294,437 FTI Consulting common shares. This total reflects his position following the March 8, 2026 withholding and indicates that only a small portion of his overall holdings was used to satisfy tax obligations.