Fti Consulting reports Q3 revenue of $1.01B

Cover page 4 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

21 unchanged paragraphs

Class Outstanding at July 23, 2026

Class Outstanding at October 22, 2026

Common Stock, $0.01 par value 27,611,575 27,254,187

2 unchanged paragraphs

Financial statements 126 changes

Other assets 100,074 95,085

June September 30, December 31,

Cash and cash equivalents $ 163,747 88,097 $ 265,091

Accounts receivable, net 1,158,395 1,196,790 1,037,678

Current portion of notes receivable 93,867 98,167 87,861

Prepaid expenses and other current assets 170,660 161,011 126,997

Total current assets 1,586,669 1,544,065 1,517,627

Property and equipment, net 163,781 159,772 169,333

Operating lease assets 190,444 180,802 201,492

Goodwill 1,239,753 1,239,950 1,242,777

Intangible assets, net 12,376 11,843 13,547

Notes receivable, net 241,628 226,579 250,667

Other assets 96,644 95,085

Total assets $ 3,534,725 3,459,655 $ 3,490,528

1 unchanged paragraph

Accrued compensation 505,269 712,335

Other liabilities 91,494 92,487

Accounts payable, accrued expenses and other $ 219,316 227,117 $ 206,247

Accrued compensation 607,836 712,335

Billings in excess of services provided 57,802 64,562 56,607

Total current liabilities 782,387 899,515 975,189

Long-term debt, net 1,019,320 851,383 365,000

Noncurrent operating lease liabilities 208,661 197,138 224,510

Deferred income taxes 98,913 98,407 99,611

Other liabilities 89,992 92,487

Total liabilities 2,200,775 2,136,435 1,756,797

2 unchanged paragraphs

Common stock, $ 0.01 par value; shares authorized 75,000 ; shares issued and outstanding 27,711 27,247 (2026) and 30,864 (2025)

1 unchanged paragraph

Retained earnings 1,473,529 1,463,178 1,862,672

Accumulated other comprehensive loss ( 139,856 140,230 ) ( 129,604 )

Total stockholders equity 1,333,950 1,323,220 1,733,731

Total liabilities and stockholders equity $ 3,534,725 3,459,655 $ 3,490,528

4 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Revenues $ 993,464 $ 943,662 $ 1,976,809 $ 1,841,944

Direct cost of revenues 677,191 641,141 1,353,709 1,250,069

Selling, general and administrative expenses 230,713 202,204 453,011 386,539

Special charges 25,295

Amortization of intangible assets 539 1,053 1,151 2,070

Operating income 85,021 99,264 168,938 177,971

Three Months Ended September 30, Nine Months Ended September 30,

Revenues $ 1,012,563 $ 956,167 $ 2,989,372 $ 2,798,111

Direct cost of revenues 661,773 638,233 2,015,482 1,888,302

Selling, general and administrative expenses 214,404 199,484 667,415 586,023

Special charges 46,008 46,008 25,295

Amortization of intangible assets 538 780 1,689 2,850

Operating income 89,840 117,670 258,778 295,641

1 unchanged paragraph

Interest income and other ( 401 ) ( 2,068 ) 673 774

Interest expense ( 11,630 ) ( 5,257 ) ( 18,075 ) ( 6,225 )

Income before income tax provision 72,990 91,939 151,536 172,520

Income tax provision 15,180 20,241 36,095 38,998

Net income $ 57,810 $ 71,698 $ 115,441 $ 133,522

Earnings per common share basic $ 2.01 $ 2.16 $ 3.93 $ 3.91

Earnings per common share diluted $ 1.99 $ 2.13 $ 3.89 $ 3.87

Interest income and other 713 1,692 1,386 2,466

Interest expense ( 13,331 ) ( 7,634 ) ( 31,406 ) ( 13,859 )

Income before income tax provision 77,222 111,728 228,758 284,248

Income tax provision 13,773 28,910 49,868 67,908

Net income $ 63,449 $ 82,818 $ 178,890 $ 216,340

Earnings per common share basic $ 2.37 $ 2.63 $ 6.28 $ 6.50

Earnings per common share diluted $ 2.35 $ 2.60 $ 6.22 $ 6.43

2 unchanged paragraphs

Comprehensive income $ 57,611 $ 105,471 $ 105,189 $ 181,869

Total other comprehensive income (loss), net of tax ( 199 374 ) 33,773 ( 10,252 4,916 ) 48,347 ( 10,626 ) 43,431

Comprehensive income $ 63,075 $ 77,902 $ 168,264 $ 259,771

27 unchanged paragraphs

Net income $ $ $ 63,449 $ $ 63,449

Other comprehensive loss:

Cumulative translation adjustment ( 374 ) ( 374 )

Issuance of common stock in connection with:

Restricted share grants, less net

settled shares of 22

Purchase and retirement of common stock, including excise tax ( 524 ) ( 5 ) ( 80,099 ) ( 80,104 )

Share-based compensation 9,516 9,516

Reclassification of negative additional paid-in capital 73,800 ( 73,800 )

Balance at September 30, 2026 27,247 $ 272 $ $ 1,463,178 $ ( 140,230 ) $ 1,323,220

24 unchanged paragraphs

Net income $ $ $ 82,818 $ $ 82,818

Other comprehensive loss:

Cumulative translation adjustment ( 4,916 ) ( 4,916 )

Issuance of common stock in connection with:

Exercise of options 18 610 610

Restricted share grants, less net

Purchase and retirement of common stock, including excise tax ( 1,426 ) ( 14 ) ( 236,330 ) ( 236,344 )

Share-based compensation 9,023 9,023

Reclassification of negative additional paid-in capital 228,114 ( 228,114 )

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and 46 more changes in the filing

Note 1: Basis of Presentation and Significant Accounting Policies 3 changes

The unaudited condensed consolidated financial statements of FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the Company, we, our or FTI Consulting ), presented herein, have been prepared in accordance with generally accepted accounting principles in the United States ( GAAP ) and under the rules and regulations of the Securities and Exchange Commission ( SEC ) for interim financial information. Some of the information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. Certain prior period amounts have been reclassified to conform to the current period presentation. In management s opinion, the interim financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods presented. All adjustments made were normal recurring accruals. The fair values of all financial instruments are estimated to be equal to their carrying values as of June September 30, 2026 and December 31, 2025. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.

1 unchanged paragraph

We entered into a tax equity investment ( TEI ) during the three nine months ended June September 30, 2026. The TEI is structured through limited liability companies that invest in clean energy projects that are eligible to receive energy tax credits. We elected to use the proportional amortization method ( PAM ) for the TEI. Under PAM, an investment is amortized in proportion to the allocation of tax benefits received in each period, and tax benefit amounts, net of amortization expense, are presented within Income tax provision on our Condensed Consolidated Statements of Comprehensive Income.

We executed forward contracts to manage the foreign currency exposure of intercompany loans during the three and six nine months ended June September 30, 2026. The contracts were not designated as hedges for financial reporting purposes, but rather as non-hedging derivatives in accordance with Accounting Standards Codification Topic 815, Derivatives and Hedging . The fair value of our outstanding derivative is included in Accounts payable, accrued expenses and other on the Condensed Consolidated Balance Sheets and the change in fair value of the derivatives is included in Interest income and other on the Condensed Consolidated Statements of Comprehensive Income. The impact of the forward contracts was not material to our Condensed Consolidated Financial Statements.

Note 3: Earnings per Common Share 11 changes

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

1 unchanged paragraph

Net income $ 57,810 $ 71,698 $ 115,441 $ 133,522

Net income $ 63,449 $ 82,818 $ 178,890 $ 216,340

1 unchanged paragraph

Effect of dilutive share-based awards and stock options 299 330 322 389 245 300 296 359

1 unchanged paragraph

Earnings per common share basic $ 2.01 $ 2.16 $ 3.93 $ 3.91

Earnings per common share diluted $ 1.99 $ 2.13 $ 3.89 $ 3.87

Antidilutive share-based awards 86 260 80 241

Earnings per common share basic $ 2.37 $ 2.63 $ 6.28 $ 6.50

Earnings per common share diluted $ 2.35 $ 2.60 $ 6.22 $ 6.43

Antidilutive share-based awards and stock options 113 224 91 236

Note 4: Revenues 4 changes

1 unchanged paragraph

Revenues recognized during the current period may include revenues from performance obligations satisfied or partially satisfied in prior periods. This primarily occurs when the estimated transaction price has changed based on our current probability assessment over whether the agreed-upon outcome for our performance-based and contingent arrangements will be achieved. The aggregate amount of revenues recognized related to a change in the transaction price in the current period, which related to performance obligations satisfied or partially satisfied in a prior period, was $ 15.1 25.7 million and $ 14.8 22.4 million for the three and six nine months ended June September 30, 2026, respectively, and $ 13.5 5.9 million and $ 15.9 17.4 million for the three and six nine months ended June September 30, 2025, respectively.

Unfulfilled performance obligations primarily consist of fees not yet recognized on certain fixed-fee, performance-based and contingent arrangements. As of June September 30, 2026 and December 31, 2025, the aggregate amount of the remaining contract transaction price allocated to unfulfilled performance obligations was $ 16.1 13.8 million and $ 27.3 million, respectively. We expect to recognize the majority of the related revenues over the next 12 months. We elected to utilize the optional exemption to exclude from this disclosure fixed-fee and performance-based and contingent arrangements with an original expected duration of one year or less and to exclude our time and expense arrangements for which revenues are recognized using the right-to-invoice practical expedient.

Contract assets are defined as assets for which we have recorded revenues but are not yet entitled to receive our fees because certain events, such as completion of the measurement period or client approval, must occur. The contract asset balance was immaterial as of June September 30, 2026 and December 31, 2025.

Contract liabilities are defined as liabilities incurred when we have received consideration but have not yet performed the agreed-upon services. This may occur when clients pay fees before work begins. The contract liability balance was immaterial as of June September 30, 2026 and December 31, 2025.

Note 5: Accounts Receivable and Allowance for Expected Credit Losses 14 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Billed receivables $ 808,653 $ 764,217

Unbilled receivables 457,653 378,115

Billed receivables $ 831,867 $ 764,217

Unbilled receivables 473,394 378,115

Allowance for expected credit losses ( 107,911 108,471 ) ( 104,654 )

Accounts receivable, net $ 1,158,395 1,196,790 $ 1,037,678

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Provision for expected credit losses $ 6,827 $ 4,695 $ 14,111 $ 11,909

Write-offs $ 5,709 $ 3,636 $ 12,004 $ 14,047

Three Months Ended September 30, Nine Months Ended September 30,

Provision for expected credit losses $ 10,652 $ 13,901 $ 24,762 $ 25,810

Write-offs $ 9,673 $ 8,655 $ 21,677 $ 22,702

Our provision for expected credit losses includes recoveries, direct write-offs and charges to other accounts. Billed accounts receivables receivable are written off when the potential for recovery is considered remote.

Note 6: Special Charges 16 changes

There were no special charges recorded during the three and six months ended June 30, 2026.

During the three months ended September 30, 2026, we recorded special charges of $ 46.0 million as part of a plan to align staffing with demand, which consisted of $ 45.5 million in salary- and benefits-related costs associated with targeted headcount reductions and $ 0.5 million in non-cash real estate-related costs. A portion of the special charges liabilities was paid during the three months ended September 30, 2026 and the remaining amounts are expected to be paid in cash in the next 12 months. Liabilities related to the special charges were $ 38.4 million as of September 30, 2026. These amounts are included in Accounts payable, accrued expenses and other on our Condensed Consolidated Balance Sheets.

During the six nine months ended June September 30, 2025, we recorded special charges of $ 25.3 million. The charges related to targeted headcount reductions in areas of each segment and region where we realigned our workforce with current business demand for our consulting services.

1 unchanged paragraph

Corporate Finance $ 11,696

Economic Consulting 983

Strategic Communications 3,268

Unallocated Corporate 1,945

Three Months Ended September 30, Nine Months Ended September 30,

Corporate Finance $ 16,001 $ $ 16,001 $ 11,696

Forensic and Litigation Consulting ( FLC ) 15,707 15,707 5,475

Economic Consulting 1,647 1,647 983

Technology 2,883 2,883 1,928

Strategic Communications 5,304 5,304 3,268

Segment special charges 41,542 41,542 23,350

Unallocated Corporate 4,466 4,466 1,945

Total $ 46,008 $ $ 46,008 $ 25,295

Note 7: Goodwill and Intangible Assets 8 changes

1 unchanged paragraph

Balance at December 31, 2025 $ 543,243 $ 215,174 $ 268,920 $ 96,887 $ 118,553 $ 1,242,777 adjustment ( 1,021 802 ) ( 647 697 ) ( 174 186 ) ( 29 ) ( 1,153 1,113 ) ( 3,024 2,827 )

Balance at June September 30, 2026 $ 542,222 542,441 $ 214,527 214,477 $ 268,746 268,734 $ 96,858 $ 117,400 117,440 $ 1,239,753 1,239,950 (1) There were no accumulated impairment losses for the Corporate Finance, FLC, Economic Consulting or Technology segments as of June September 30, 2026 and December 31, 2025.

(2) Amounts for our Strategic Communications segment include gross carrying values of $ 311.5 311.6 million and $ 312.7 million as of June September 30, 2026 and December 31, 2025, respectively, and accumulated impairment losses of $ 194.1 million as of June September 30, 2026 and December 31, 2025.

1 unchanged paragraph

June September 30, 2026 December 31, 2025

2 unchanged paragraphs

Total $ 27,386 27,398 $ 15,010 15,555 $ 12,376 11,843 $ 31,650 $ 18,103 $ 13,547

(1) Amortizing intangible assets primarily include customer relationships as of June September 30, 2026 and December 31, 2025.

(2) Non-amortizing intangible assets include trademarks as of June September 30, 2026 and December 31, 2025.

Intangible assets with finite lives are amortized over their estimated useful lives. We recorded amortization expense of $ 0.5 million and $ 1.2 1.7 million during the three and six nine months ended June September 30, 2026, respectively, and $ 1.1 0.8 million and $ 2.1 2.9 million during the three and six nine months ended June September 30, 2025, respectively.

Note 8: Debt 6 changes

2 unchanged paragraphs

We incurred $ 4.6 million and $ 5.4 million of debt issuance costs during the three and six nine months ended June September 30, 2026 respectively, associated with the amendment and restatement of the Credit Agreement and the Incremental Amendment.

1 unchanged paragraph

June September 30, 2026 December 31, 2025

Revolving Credit Facility $ 720,000 552,000 $ 365,000

1 unchanged paragraph

Total debt 1,020,000 852,000 365,000

Less: deferred debt issuance costs 680 ( 617 )

1 unchanged paragraph

(1) There were no current portions of long-term debt as of June September 30, 2026 and December 31, 2025. The Company classified the borrowings under the Revolving Credit Facility as long-term debt in the accompanying Condensed Consolidated Balance Sheets, as we have the intent and unilateral ability to refinance any borrowings on a continuous basis through the maturity of the Revolving Credit Facility on June 30, 2031.

2 unchanged paragraphs

Note 9: Leases 22 changes

1 unchanged paragraph

Leases Classification June September 30, 2026 December 31, 2025

Operating lease assets Operating lease assets $ 190,444 180,802 $ 201,492

Total lease assets $ 190,444 180,802 $ 201,492

Operating lease liabilities Accounts payable, accrued expenses and other $ 39,535 39,342 $ 37,211

Operating lease liabilities Noncurrent operating lease liabilities 208,661 197,138 224,510

Total lease liabilities $ 248,196 236,480 $ 261,721

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

1 unchanged paragraph

Operating lease costs $ 12,898 $ 12,968 $ 25,734 $ 25,576

Variable lease costs and other 4,229 4,200 8,762 8,956

Total lease cost, net $ 17,127 $ 17,168 $ 34,496 $ 34,532

Operating lease costs $ 13,138 $ 13,062 $ 38,871 $ 38,637

Variable lease costs and other 4,829 4,244 13,591 13,514

Total lease cost, net $ 17,967 $ 17,306 $ 52,462 $ 52,151

1 unchanged paragraph

Total future lease payments 306,288 290,906

Less: imputed interest ( 58,092 54,426 )

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

Cash paid for amounts included in the measurement of operating lease liabilities $ 28,292 43,604 $ 28,670 43,778

Operating lease assets obtained in exchange for lease liabilities $ 9,010 $ 7,489 22,627

1 unchanged paragraph

Operating leases 7.0 7.2

Operating leases 6.8 7.3

1 unchanged paragraph

Note 10: Commitments and Contingencies 2 changes

We are subject to legal actions arising in the ordinary course of business. In management s opinion, we believe we have adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions. We are not aware of any asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition or our results of operations. During the six three and nine months ended June September 30, 2025, the Company recorded recognized gain contingencies related to the impact conclusion of proceeds received from certain legal settlements. actions. These amounts are included as a gain in Selling, general and administrative ( SG&A ) expenses on our Condensed Consolidated Statements of Comprehensive Income.

As of June September 30, 2026 and December 31, 2025, we were contingently liable under bank guarantees issued in favor of third parties that totaled $ 18.6 18.5 million and $ 17.5 million, respectively. These bank guarantees primarily support bid and performance obligations and operating leases for office space. The amounts are guaranteed under guarantee facilities totaling $ 40.7 40.9 million and $ 32.5 million as of June September 30, 2026 and December 31, 2025, respectively. We had $ 22.1 22.4 million and $ 15.0 million available under the guarantee facilities as of June September 30, 2026 and December 31, 2025, respectively. These bank guarantees are issued separately from our Revolving Credit Facility and, as a result, do not affect available borrowing capacity under our Revolving Credit Facility.

Note 11: Income Taxes 2 changes

We entered into a TEI of $ 42.1 million during the three nine months ended June September 30, 2026. The TEI owns projects related to solar energy and produces tax credits under Section Sections 48 and 48E of the Internal Revenue Code. The initial investment is included in Payment for tax equity investment on the Condensed Consolidated Statement Statements of Cash Flows. As of June September 30, 2026, the remaining unamortized balance of the investment totaled $ 25.2 16.7 million and was included within Prepaid expenses and other current assets on our Condensed Consolidated Balance Sheets.

We recognized net tax benefits of $ 7.1 3.6 million and $ 10.7 million related to our tax equity investment TEI during the three and nine months ended June September 30, 2026, respectively. These recognized net tax benefits were recorded within Income tax provision on our Condensed Consolidated Statements of Comprehensive Income. The net tax benefits include tax credits and other income tax benefits of $ 24.0 12.1 million and $ 36.1 million during the three and nine months ended September 30, 2026, respectively, which were partially offset by amortization expense of $ 16.9 8.5 million and $ 25.4 million during the three and nine months ended June September 30, 2026, respectively. The amortization expense is presented in Amortization of tax equity investment on the Condensed Consolidated Statement Statements of Cash Flows.

Note 12: Share-Based Compensation 9 changes

We granted equity awards of 199,200 276,026 restricted shares, 120,926 150,591 restricted stock units and 117,570 138,591 performance stock units during the six nine months ended June September 30, 2026, under the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan, as amended, our employee equity compensation plan. Our performance stock units are presented at the maximum potential payout percentage of target shares granted. These awards are recorded as equity on the Condensed Consolidated Balance Sheets. During the six nine months ended June September 30, 2026, 6,155 19,455 shares of restricted stock and 11,737 25,365 restricted stock units were forfeited prior to the completion of the applicable vesting requirements. Additionally, 42,132 42,753 performance stock units were forfeited during the six nine months ended June September 30, 2026, including award targets that were not achieved.

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

1 unchanged paragraph

Direct cost of revenues $ 7,030 $ 6,725 $ 15,092 $ 11,442

Selling, general and administrative expenses 3,970 3,658 7,672 8,247

Total share-based compensation expense $ 11,000 $ 10,383 $ 22,764 $ 19,689

Direct cost of revenues $ 6,951 $ 7,041 $ 22,042 $ 18,483

Selling, general and administrative expenses 3,540 2,965 11,212 11,212

Total share-based compensation expense $ 10,491 $ 10,006 $ 33,254 $ 29,695

Note 13: Stockholders Equity 8 changes

1 unchanged paragraph

On June 2, 2016, our Board of Directors authorized a stock repurchase program (the Repurchase Program ), which was most recently increased by $ 370.0 million to an aggregate authorization of $ 2.6 billion on June 3, 2026. No time limit has been established for the completion of the Repurchase Program, and the Repurchase Program may be suspended, discontinued or replaced by the Board of Directors at any time without prior notice. As of June September 30, 2026, we had $ 344.0 264.7 million available under the Repurchase Program to repurchase additional shares of our common stock.

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Shares of common stock repurchased and retired 2,591 2,192 3,378 3,319

Three Months Ended September 30, Nine Months Ended September 30,

Shares of common stock repurchased and retired 524 1,426 3,902 4,745

1 unchanged paragraph

(1) Excludes commissions and excise tax of $ 3.8 million and $ 5.2 million incurred during the three and six months ended June 30, 2026, respectively, and $ 3.3 million and $ 4.8 million for the three and six months ended June 30, 2025, respectively.

(1) Excludes excise taxes of $ 0.7 million and $ 6.0 million incurred during the three and nine months ended September 30, 2026, respectively, and $ 2.3 million and $ 7.1 million for the three and nine months ended September 30, 2025, respectively, and commissions.

2 unchanged paragraphs

Common stock outstanding was approximately 27.7 27.2 million shares and 30.9 million shares as of June September 30, 2026 and December 31, 2025, respectively. Common stock outstanding includes unvested restricted stock awards, which are considered issued and outstanding under the terms of the restricted stock award agreements. The decrease in common stock outstanding was primarily due to stock repurchases under the Repurchase Program during the six nine months ended June September 30, 2026.

Note 14: Segment Reporting 36 changes

6 unchanged paragraphs

We have considered information that is regularly provided to our Chief Executive Officer, who is our chief operating decision maker ( CODM ), for our segment reporting disclosure. Our CODM assesses the performance and allocates resources to each segment based on revenues and multiple measures of segment profit, including gross profit, which is the measure closest to GAAP reporting principles. Gross profit is defined as revenues less direct costs cost of revenues. Our CODM uses gross profit (i) to evaluate reportable segment performance against budgets, forecasts and strategies and (ii) to make strategic decisions regarding resource allocation, such as billable headcount and related compensation costs, as well as utilization and bill rates of our service offerings. Our CODM is not provided asset information by reportable segment.

1 unchanged paragraph

Three Months Ended June September 30, 2026 Corporate

2 unchanged paragraphs

Revenues $ 411,399 $ 194,254 $ 188,812 $ 99,017 $ 99,982 $ 993,464

Revenues $ 424,365 $ 195,137 $ 189,253 $ 103,197 $ 100,611 $ 1,012,563

2 unchanged paragraphs

Segment gross profit $ 141,081 $ 68,213 $ 37,452 $ 31,836 $ 37,691 $ 316,273

Segment gross profit $ 158,134 $ 75,542 $ 41,864 $ 36,403 $ 38,847 $ 350,790

Six Nine Months Ended June September 30, 2026 Corporate

2 unchanged paragraphs

Revenues $ 820,901 $ 387,132 $ 364,460 $ 201,340 $ 202,976 $ 1,976,809

Revenues $ 1,245,266 $ 582,269 $ 553,713 $ 304,537 $ 303,587 $ 2,989,372

2 unchanged paragraphs

Segment gross profit $ 288,148 $ 133,678 $ 58,025 $ 65,143 $ 78,106 $ 623,100

Segment gross profit $ 446,282 $ 209,220 $ 99,889 $ 101,546 $ 116,953 $ 973,890

Three Months Ended June September 30, 2025 Corporate

2 unchanged paragraphs

Revenues $ 379,239 $ 186,517 $ 191,657 $ 83,599 $ 102,650 $ 943,662

Revenues $ 404,896 $ 194,689 $ 173,086 $ 94,081 $ 89,415 $ 956,167

2 unchanged paragraphs

Segment gross profit $ 133,088 $ 65,757 $ 41,814 $ 24,735 $ 37,127 $ 302,521

Segment gross profit $ 151,593 $ 74,415 $ 25,889 $ 31,919 $ 34,118 $ 317,934

Six Nine Months Ended June September 30, 2025 Corporate

2 unchanged paragraphs

Revenues $ 722,884 $ 377,119 $ 371,518 $ 180,755 $ 189,668 $ 1,841,944

Revenues $ 1,127,780 $ 571,808 $ 544,604 $ 274,836 $ 279,083 $ 2,798,111

2 unchanged paragraphs

Segment gross profit $ 245,161 396,754 $ 138,398 212,813 $ 83,230 109,119 $ 57,633 89,552 $ 67,453 101,571 $ 591,875 909,809 (1) The significant expense category and amounts align with the segment-level information that is regularly provided to the CODM.

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Income before income tax provision $ 72,990 $ 91,939 $ 151,536 $ 172,520

Interest expense 11,630 5,257 18,075 6,225

Interest income and other 401 2,068 ( 673 ) ( 774 )

Amortization of intangibles 539 1,053 1,151 2,070

Special charges 25,295

Selling, general and administrative expenses 230,713 202,204 453,011 386,539

Total segment gross profit $ 316,273 $ 302,521 $ 623,100 $ 591,875

Three Months Ended September 30, Nine Months Ended September 30,

Income before income tax provision $ 77,222 $ 111,728 $ 228,758 $ 284,248

Interest expense 13,331 7,634 31,406 13,859

Interest income and other ( 713 ) ( 1,692 ) ( 1,386 ) ( 2,466 )

Amortization of intangibles 538 780 1,689 2,850

Special charges 46,008 46,008 25,295

Selling, general and administrative expenses 214,404 199,484 667,415 586,023

Total segment gross profit $ 350,790 $ 317,934 $ 973,890 $ 909,809

MD&A 438 changes

The following is a discussion and analysis of our consolidated financial condition, results of operations, and liquidity and capital resources for the three and six nine months ended June September 30, 2026 and 2025, and significant factors that could affect our prospective financial condition and results of operations. This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the United States ( U.S. ) Securities and Exchange Commission ( SEC ). In addition to historical information, the following discussion includes forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements.

26 unchanged paragraphs

We define Segment Operating Income as a segment s share of consolidated operating income. We define Total Segment Operating Income, which is a non-GAAP financial measure, as the total of Segment Operating Income for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income for the purpose of calculating Adjusted Segment

We have 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.

We define Segment Operating Income (Loss) as a segment s share of consolidated operating income. We define 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. We use Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA, which is a non-GAAP financial measure. We define 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. We use Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of our segments because we believe it reflects core operating performance and provides an indicator of the segment s ability to generate cash. We define 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.

2 unchanged paragraphs

We define 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. We believe this non-GAAP financial measure, when considered together with our 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.

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Revenues $ 993,464 $ 943,662 $ 1,976,809 $ 1,841,944

Net income $ 57,810 $ 71,698 $ 115,441 $ 133,522

Adjusted EBITDA $ 104,462 $ 111,640 $ 201,280 $ 226,804

EPS $ 1.99 $ 2.13 $ 3.89 $ 3.87

Adjusted EPS $ 2.16 $ 2.13 $ 4.06 $ 4.43

Three Months Ended September 30, Nine Months Ended September 30, (dollar amounts in thousands, except per share data) (dollar amounts in thousands, except per share data)

Revenues $ 1,012,563 $ 956,167 $ 2,989,372 $ 2,798,111

Net income $ 63,449 $ 82,818 $ 178,890 $ 216,340

Adjusted EBITDA $ 153,678 $ 130,573 $ 354,958 $ 357,377

EPS $ 2.35 $ 2.60 $ 6.22 $ 6.43

Adjusted EPS $ 3.84 $ 2.60 $ 7.79 $ 7.01

Net cash provided by (used in) operating activities $ 152,294 190,408 $ 55,693 201,893 $ (157,729) 32,679 $ (409,517) (207,624)

Total number of employees 8,124 7,907 8,124 7,907 8,281 8,167 8,281 8,167

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Revenues for the three months ended June 30, 2026 increased $49.8 million, or 5.3%, compared to the three months ended June 30, 2025, primarily due to higher revenues in our Corporate Finance, Technology and FLC segments, which was partially offset by a $9.2 million decline in pass-through revenues.

Second Third Quarter 2026 Executive Highlights

Revenues for the three months ended September 30, 2026 increased $56.4 million, or 5.9%, compared to the three months ended September 30, 2025, due to higher revenues across all of our business segments.

During the three months ended September 30, 2026, we recorded special charges of $46.0 million as part of a plan to align staffing with demand, which consisted of $45.5 million in salary- and benefits-related costs associated with targeted headcount reductions and $0.5 million in non-cash real estate-related costs. A portion of the special charges liabilities was paid during the three months ended September 30, 2026 and the remaining amounts are expected to be paid in cash in the next 12 months.

The following table details the special charges by segment:

Corporate Finance $ 16,001

Economic Consulting 1,647

Strategic Communications 5,304

Segment special charges 41,542

Unallocated Corporate 4,466

There were no special charges recorded during the three months ended September 30, 2025.

Net income for the three months ended June September 30, 2026 decreased $13.9 $19.4 million, or 19.4%, 23.4%, compared to the three months ended June September 30, 2025. The decrease in net income was primarily due to special charges recorded during the three months ended September 30, 2026, as well as higher direct costs, selling, general and administrative ( SG&A ) expenses and interest expense, which was partially more than offset by the an increase in revenues and a lower income tax provision compared to the same quarter in the prior year.

Adjusted EBITDA for the three months ended June September 30, 2026 decreased $7.2 increased $23.1 million, or 6.4%, 17.7%, compared to the three months ended June September 30, 2025. Adjusted EBITDA Margin of 10.5% 15.2% for the three months ended June September 30, 2026 compared to 11.8% 13.7% for the three months ended June September 30, 2025. The decrease increase in Adjusted EBITDA was primarily due to higher direct costs and SG&A expenses, excluding $6.6 million of Extraordinary Litigation-Related Expenses during the three months ended June 30, 2026, revenues, which was partially offset by the an increase in revenues direct costs and SG&A expenses compared to the same quarter in the prior year. Adjusted EBITDA excludes special charges of $46.0 million and Extraordinary Litigation-Related Expenses of $4.5 million for the three months ended September 30, 2026.

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EPS for the three months ended June September 30, 2026 decreased $0.14 $0.25 to $1.99 $2.35 compared to $2.13 $2.60 for the three months ended June September 30, 2025. The decrease in EPS was primarily due to the decrease in net income as described above, which was partially offset by the favorable impact of lower weighted average shares outstanding.

Adjusted EPS for the three months ended June September 30, 2026 increased $0.03 $1.24 to $2.16 $3.84 compared to $2.13 $2.60 for the three months ended June September 30, 2025. Adjusted EPS for the three months ended June September 30, 2026 excludes the $6.6 $46.0 million of special charges and $4.5 million of Extraordinary Litigation-Related Expenses, which increased Adjusted EPS by $0.17. $1.36 and $0.13, respectively. Adjusted EPS was equal to EPS for the three months ended June September 30, 2025.

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Net Ne t cash provided by ope rating operating activities for the three months ended June September 30, 2026 increased $96.6 decreased $11.5 million, or 173.5%, 5.7%, to $152.3 $190.4 million compared to $55.7 $201.9 million for the three months ended June September 30, 2025. The increase decrease in net cash provided by operating activities was primarily due to higher cash collections and decreases an increase in forgivable loan issuances operating expense and income tax compensation payments, which was partially offset by an increase in operating expense higher cash collections and compensation payments. a decrease in forgivable loan issuances. Days sales outstanding ( DSO ) of 99 101 days at June September 30, 2026 compared to 100 102 days at June September 30, 2025.

Free Cash Flow was an inflow of $141.0 $182.0 million and $38.3 $187.0 million for the three months ended June September 30, 2026 and 2025, respectively. The increase decrease in Free Cash Flow was primarily due to higher lower net cash provided by operating activities, as described above, which was partially offset by a decrease in purchases of property and equipment.

During the three months ended June 30, 2026 , We made $393.2 million in payments of $85.2 million and $234.2 million for common stock repurchases including excise tax, under the Repurchase Program during the three months ended September 30, 2026 and 2025, respectively.

Fourth Quarter 2026 Special Charge

During the fourth quarter of 2026, we continued our plan to align staffing with demand. We expect to record a special charge of approximately $7 million in the fourth quarter of 2026, consisting of approximately $2 million in salary- and benefits-related costs associated with targeted headcount reductions and approximately $5 million in real estate-related costs.

The following table includes the net headcount additions (reductions) by segment and in total for the six nine months ended June September 30, 2026.

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Additions (reductions), net 100 (15) 33 7 41 166 (9) 157

September 30, 2026 2,458 1,512 1,003 648 954 6,575 1,706 8,281

Percentage change in headcount from December 31, 2025 2.7% (0.9)% (4.3)% (3.2)% 0.7% (0.2)% 7.0% -1.9% -1.1% 0.1% -2.1% 5.2% 2.4% 0.5% 2.0%

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Three Months Ended June 30, Six Months Ended June 30,

Corporate Finance $ 411,399 $ 379,239 $ 820,901 $ 722,884

FLC 194,254 186,517 387,132 377,119

Economic Consulting 188,812 191,657 364,460 371,518

Technology 99,017 83,599 201,340 180,755

Strategic Communications 99,982 102,650 202,976 189,668

Total revenues $ 993,464 $ 943,662 $ 1,976,809 $ 1,841,944

Corporate Finance $ 82,475 $ 78,128 $ 167,705 $ 119,078

FLC 29,215 29,071 52,300 59,177

Economic Consulting 7,444 12,807 113 24,896

Technology 4,813 1,560 12,516 8,154

Strategic Communications 17,390 17,474 38,228 26,199

Total segment operating income 141,337 139,040 270,862 237,504

Unallocated corporate expenses (56,316) (39,776) (101,924) (59,533)

Operating income 85,021 99,264 168,938 177,971

Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) (in thousands, except per share data)

Corporate Finance $ 424,365 $ 404,896 $ 1,245,266 $ 1,127,780

FLC 195,137 194,689 582,269 571,808

Economic Consulting 189,253 173,086 553,713 544,604

Technology 103,197 94,081 304,537 274,836

Strategic Communications 100,611 89,415 303,587 279,083

Total revenues $ 1,012,563 $ 956,167 $ 2,989,372 $ 2,798,111

Segment operating income (loss)

Corporate Finance $ 83,393 $ 92,953 $ 251,098 $ 212,031

FLC 20,169 40,460 72,469 99,637

Economic Consulting 10,738 (5,823) 10,851 19,073

Technology 8,840 9,286 21,356 17,440

Strategic Communications 14,060 15,865 52,288 42,064

Total segment operating income 137,200 152,741 408,062 390,245

Unallocated corporate expenses (47,360) (35,071) (149,284) (94,604)

Operating income 89,840 117,670 258,778 295,641

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Interest income and other (401) (2,068) 673 774

Interest expense (11,630) (5,257) (18,075) (6,225)

Income before income tax provision 72,990 91,939 151,536 172,520

Income tax provision 15,180 20,241 36,095 38,998

Net income $ 57,810 $ 71,698 $ 115,441 $ 133,522

Earnings per common share basic $ 2.01 $ 2.16 $ 3.93 $ 3.91

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and 358 more changes in the filing

Controls and procedures 1 change

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Changes in Internal Control over Financial Reporting . There have not been any changes in our internal control over financial reporting during the three months ended June 30, 2026 period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 14 changes

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The following table provides information with respect to purchases we made of our common stock during the three months ended June September 30, 2026:

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April 1 through April 30, 2026 2 (2)

May 1 through May 31, 2026 1,382 (3)

June 1 through June 30, 2026 1,221 (4)

(4) Includes 11,629 shares of common stock withheld to cover payroll tax withholdings.

July 1 through July 31, 2026 107 (2)

August 1 through August 31, 2026 372 $ 151.44 372 (5)

September 1 through September 30, 2026 67 (3)

(1) On June 2, 2016, our Board of Directors authorized a stock repurchase program (the Repurchase Program ), which was most recently increased by $370.0 million to an aggregate authorization of $2.6 billion on June 3, 2026. No time limit has been established for the completion of the Repurchase Program, and the Repurchase Program may be suspended, discontinued or replaced by the Board of Directors at any time without prior notice. During the quarter ended June September 30, 2026, we repurchased an aggregate of 2,591,133 523,588 shares of our common stock under the Repurchase Program at an average price of $150.84 $151.55 per share for a total cost of approximately $390.9 $79.4 million.

(2) Includes 1,770 13,902 shares of common stock withheld to cover payroll tax withholdings.

(3) Includes 174 7,713 shares of common stock withheld to cover payroll tax withholdings.

(5) (4) During the month ended May July 31, 2026, we repurchased and retired 1,381,913 92,831 shares of common stock, at an average price per share of $153.38, $153.11, for an aggregate cost of $212.0 $14.2 million.

(6) (5) During the month ended June 30, August 31, 2026, we repurchased and retired 1,209,220 371,560 shares of common stock, at an average price per share of $147.94, $151.44, for an aggregate cost of $178.9 $56.3 million.

(6) During the month ended September 30, 2026, we repurchased and retired 59,197 shares of common stock, at an average price per share of $149.81, for an aggregate cost of $8.9 million.

Other information 1 change

During the quarter ended June September 30, 2026, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Exhibits 7 changes

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10.1 Third Amendment and Restatement Agreement, dated as of June 30, 2026, by and among FTI Consulting, Inc., the Subsidiaries of the Company party thereto, as Guarantors, the Lenders party thereto and Bank of America, N.A., as administrative agent (including Annex B - Third Amended and Restated Credit Agreement, dated as of June 30, 2026, by and among FTI Consulting, Inc., the Subsidiaries of the Company party thereto, as Guarantors, the Lenders party thereto and Bank of America, N.A., as administrative agent)

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32.1** Certification of Principal Executive Officer Pursuant to 18 USC. U . S . C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

32.2** Certification of Principal Financial Officer Pursuant to 18 USC. U . S . C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

101 The following financial information from the Quarterly Report on Form 10-Q of FTI Consulting, Inc., included herewith, and formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June September 30, 2026 and December 31, 2025; (ii) Condensed Consolidated Statements of Comprehensive Income for the three and six nine months ended June September 30, 2026 and 2025; (iii) Condensed Consolidated Statements of Stockholders Equity for the three and six nine months ended June September 30, 2026 and 2025; (iv) Condensed Consolidated Statements of Cash Flows for the six nine months ended June September 30, 2026 and 2025; and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text.

104 The cover page from the Company s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026, formatted in Inline XBRL (included as Exhibit 101).

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Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted. The registrant hereby agrees to furnish a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

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Date: October 29, 2026

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