SECURITIESFORM AND EXCHANGE COMMISSION8-K

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FTI CONSULTING, INC.

Dated: February 27, 2026

/s/ CURTIS P. LU

Curtis P. Lu

General Counsel

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): March 09, 2026

~~Pursuant~~FTI toConsulting, ~~Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): February 26, 2026


Maryland	001-14875	52-1261113
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

555 12th Street NW
Washington, District of Columbia		20004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s ~~FTI~~Telephone ~~CONSULTING~~Number, ~~INC.~~Including Area Code: 202 312-9100

~~(Exact~~Not ~~Name of Registrant as Specified in Its Charter)~~applicable

Maryland		001-14875		52-1261113
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Former Name or Former Address, if Changed Since Last Report)

~~555~~Check ~~12th~~the ~~Street~~appropriate ~~NW,~~box ~~Washington,~~below ~~D.C.~~if ~~20004~~the ~~(Address~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant ~~offices)~~under ~~(Zip~~any ~~Code)~~of the following provisions:

~~Registrant’s~~☐Written ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~425 under the Securities Act (~~202)~~17 ~~312-9100~~CFR 230.425)

~~Not~~☐Soliciting ~~applicable~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(Former~~☐Pre-commencement ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule if14d-2(b) ~~changed~~under ~~since~~the ~~last~~Exchange ~~report~~Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.13e-4(c))

☐Securities ~~Written~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FCN	New York Stock Exchange

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2(b of this chapter)).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~☐

~~Securities~~If ~~registered~~an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12 13(ba) of the Exchange Act:. ☐

Title of each class		Trading Symbol(s)		Name of each Exchange on which Registered
Common Stock, par value $0.01 per share		FCN		New York Stock Exchange

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Indicate~~On byMarch ~~check~~6, ~~mark~~2026, ~~whether~~the Board of Directors of FTI Consulting, Inc. (the ~~registrant~~“Company”) iselected anEun ~~emerging~~Angela ~~growth~~Nam, ~~company~~age 44, as ~~defined~~Chief inFinancial ~~Rule~~Officer ~~405~~ of the ~~Securities~~Company, ~~Act~~effective upon commencement of ~~1933~~her employment, which is expected on or about May 1, 2026 (~~§230~~the “Start Date”).~~405~~ ofMs. ~~this~~Nam ~~chapter)~~will orbe ~~Rule~~responsible ~~12b-2~~for all of the ~~Securities~~Company’s ~~Exchange~~finance ~~Act~~functions ofand ~~1934~~the ~~(§240.12b-2~~Company’s ofinformation ~~this~~technology ~~chapter)~~function.

~~Emerging~~Prior ~~growth~~to joining the Company, Ms. Nam served as Chief Financial Officer and Chief Accounting Officer of FTAI Aviation Ltd., an integrated, full-service provider specializing in the maintenance, repair and leasing of commercial jet engines and aircraft. Ms. Nam served as Chief Accounting Officer of FTAI Aviation Ltd., then an externally managed company ☐of Fortress Investment Group LLC, beginning in August 2018 and was also appointed Chief Financial Officer in August 2022. From 2014 to May 2018, Ms. Nam served as a Senior Vice President of Private Equity at Fortress Investment Group LLC, an investment firm. Ms. Nam began her career at KPMG LLP.

IfThere anwere ~~emerging~~no ~~growth~~arrangements ~~company,~~or ~~indicate~~understandings bybetween ~~check~~Ms. ~~mark~~Nam ifand ~~the~~any ~~registrant~~other ~~has~~person pursuant to which she was elected ~~not~~as toChief ~~use~~Financial ~~the~~Officer. ~~extended~~Ms. ~~transition~~Nam ~~period~~does ~~for~~not ~~complying~~have any family relationships with any ~~new~~director or ~~revised~~executive ~~financial~~officer ~~accounting~~of ~~standards~~the ~~provided~~Company, or any person nominated or chosen by the Company to become a director or executive officer, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to ~~Section 13~~Item 404(a) of Regulation S-K promulgated under the ~~Exchange~~Securities Act. ☐of 1933, as amended.

~~ITEM~~Ms. 2Nam and the Company have entered into an Offer of Employment Agreement (the “Offer Letter”), executed March 3, 2026, pursuant to which Ms.02 Nam will commence employment with the Company on the Start Date. ~~Results~~Pursuant to the Offer Letter, Ms. Nam will receive an initial base salary of ~~Operations~~$700,000 and ~~Financial~~will ~~Condition~~be eligible to participate in the Company’s executive incentive compensation plan with an initial annual bonus target of $950,000 and expected annual long-term incentive plan target opportunity of $950,000. Ms. Nam will receive a one-time restricted stock award with a value on the date of grant of $3,000,000, vesting equally over four years.

OnThe ~~February 26,~~Offer ~~2026,~~Letter ~~FTI~~provides ~~Consulting,~~that ~~Inc~~Ms. ~~(“FTI~~Nam ~~Consulting”~~will orbe an at-will employee of the “Company”). ~~issued~~Ms. aNam ~~press~~may ~~release~~resign ~~announcing~~at ~~financial~~any ~~results~~time ~~for~~by ~~the~~providing ~~three~~90 ~~months~~days ~~and~~prior ~~full~~written ~~year~~notice ~~ended~~to ~~December 31,~~the ~~2025~~Company. AIf ~~copy~~Ms. ofNam ~~the~~is ~~press~~terminated ~~release~~by ~~(including~~the ~~accompanying~~Company ~~financial~~for ~~tables)~~“Cause” ~~(the~~or resigns without “~~Press~~Good ~~Release~~Reason,”) she is ~~furnished~~entitled asto ~~Exhibit~~(i) ~~99.1~~any tounpaid ~~this~~base ~~Current~~salary ~~Report~~earned, on(ii) ~~Form~~reimbursement ~~8-K~~for any incurred but unreimbursed business expenses, and is(iii) ~~hereby~~any ~~incorporated~~additional byamounts ~~reference~~or ~~herein.~~benefits ~~The~~she ~~Company~~is ~~also~~entitled ~~held~~to aunder ~~conference~~the ~~call~~Offer onLetter ~~February 26,~~or ~~2026~~any toCompany ~~announce~~benefit ~~financial~~plan. ~~results~~If ~~for~~Ms. Nam is terminated by the ~~three~~Company ~~months~~without ~~and~~“Cause” ~~full~~or ~~year~~resigns ~~ended~~with ~~December 31~~“Good Reason,” ~~2025.~~she ~~The~~is ~~text~~entitled ofto ~~the~~(i) ~~transcript~~any ofunpaid ~~the~~base ~~conference~~salary ~~call~~earned, is(ii) ~~furnished~~12 asmonths ~~Exhibit~~salary ~~99.2~~continuation, to(iii) ~~this~~the ~~Current~~unpaid ~~Report~~amount onof ~~Form~~her ~~8-K.~~previously ~~The~~earned ~~Company~~and ~~uses~~unpaid aannual ~~presentation~~cash ~~from~~incentive ~~time~~pay tobased ~~time~~on inactual ~~its~~performance ~~discussions~~results ~~with~~for ~~investors~~the ~~and~~applicable ~~analysts~~bonus year, (iv) pro-rated annual incentive pay for the ~~“Presentation”).~~performance ~~The~~year ~~Presentation~~of ~~includes~~termination ~~FTI~~based ~~Consulting’s~~on ~~past~~actual ~~and~~performance ~~present~~in respect of applicable objective financial ~~results~~performance goals, ~~operating~~(v) ~~data~~pro-rated ~~and~~annual ~~other~~incentive ~~information.~~pay Afor ~~copy~~the year of ~~the~~termination ~~Presentation~~based ison ~~furnished~~the asportion ~~Exhibit~~of ~~99.3~~annual toincentive ~~this~~pay ~~Current~~attributable ~~Report~~to onindividual ~~Form~~performance ~~8-K~~goals, and ~~has~~(vi) ~~been~~continued ~~posted~~group tohealth ~~the~~and ~~FTI~~group ~~Consulting~~life ~~website~~insurance atcoverage ~~www.fticonsulting.com.~~for 12 months.

~~ITEM~~The 7foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is filed as Exhibit 10.~~01.~~1 ~~Regulation~~to FDthis ~~Disclosure~~Current Report on Form 8-K and is hereby incorporated by reference herein.

InItem the Press Release and Presentation and during the call, FTI Consulting may have used or discussed information derived from consolidated and segment financial information that may not be presented in its financial statements or prepared in accordance with generally accepted accounting principles in the United States (“GAAP”)9.01 ~~Certain~~Financial ofStatements ~~these measures are considered “non-GAAP financial measures” under rules promulgated by the Securities~~ and ~~Exchange Commission (the “SEC”)~~Exhibits. ~~Specifically, the Company may have referred to the following non-GAAP financial measures:~~

• Total Segment Operating Income


Exhibit Number	Exhibit Description
10.1†+	Offer of Employment Agreement, executed March 3, 2026, by and between FTI Consulting, Inc. and Eun Angela Nam
99.1	Press Release dated March 9, 2026 of FTI Consulting, Inc.
104	The Cover Page from FTI Consulting’s Current Report on Form 8-K dated March 9, 2026, formatted in Inline XBRL

† Management contract or compensatory plan or arrangement
+ Certain personal information has been redacted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential

~~• Adjusted Segment EBITDA~~1

~~• Total Adjusted Segment EBITDA~~SIGNATURES

•Pursuant ~~Adjusted~~to ~~EBITDA~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

• Adjusted EBITDA Margin


			FTI CONSULTING, INC.

Date:	March 9, 2026	By:	/s/ CURTIS P. LU
			Curtis P. Lu General Counsel

~~• Adjusted Net Income~~2

• Adjusted Earnings per Diluted Share

• Free Cash Flow

FTI Consulting has included the definition of Segment Operating Income (Loss), which is a GAAP financial measure, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information.

FTI Consulting defines Segment Operating Income (Loss) as a segment’s share of consolidated operating income. FTI Consulting defines Total Segment Operating Income, which is a non-GAAP financial measure, as the total of Segment Operating Income (Loss) for all segments, which excludes unallocated corporate expenses. The Company uses Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA, which is a non-GAAP financial measure. FTI Consulting defines Adjusted Segment EBITDA as Segment Operating Income (Loss) before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. The Company uses Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of its segments because the Company believes it reflects core operating performance and provides an indicator of the segment’s ability to generate cash. FTI Consulting defines Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses.

FTI Consulting defines Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, gain or loss on sale of a business and losses on early extinguishment of debt. FTI Consulting defines Adjusted EBITDA Margin, which is a non-GAAP financial measure, as Adjusted EBITDA as a percentage of total revenues. The Company believes that these non-GAAP financial measures, when considered together with its GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of FTI Consulting’s operating results, including underlying trends. In addition, EBITDA is a common alternative measure of operating performance used by many of FTI Consulting’s competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in FTI Consulting’s industry. Therefore, the Company also believes that these non-GAAP financial measures, considered along with corresponding GAAP financial measures, provide management and investors with useful supplemental information.

FTI Consulting defines Adjusted Net Income and Adjusted Earnings per Diluted Share (“Adjusted EPS”), which are non-GAAP financial measures, as net income and earnings per diluted share (“EPS”), respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, the gain or loss on sale of a business, and losses on early extinguishment of debt. The Company uses Adjusted Net Income for the purpose of calculating Adjusted EPS. Management uses Adjusted EPS to assess total Company operating performance on a consistent basis. The Company believes that these non-GAAP financial measures, when considered together with its GAAP financial results and GAAP financial measures, provide management and investors with useful supplemental information on its business operating results, including underlying trends.

FTI Consulting defines Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by (used in) operating activities less cash payments for purchases of property and equipment. The Company believes this non-GAAP financial measure, when considered together with its GAAP financial results, provides management and investors with useful supplemental information on the Company’s ability to generate cash for ongoing business operations and capital deployment.

Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in FTI Consulting’s Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flows. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the accompanying tables to the Press Release, the Presentation, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 26, 2026.

The information included herein, including Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1		Press Release dated February 26, 2026 of FTI Consulting, Inc.
99.2		Transcript dated February 26, 2026 of FTI Consulting, Inc.
99.3		2025 Fourth Quarter and Year End Earnings Conference Call Presentation of FTI Consulting, Inc.
104		The Cover Page from FTI Consulting’s Current Report on Form 8-K dated February 26, 2026, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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