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Current Report · Items 2.02, 7.01, 9.01 · 8-K

FTI Consulting, Inc.

FCNNYSEEQUITYCurrent

Results of Operations and Financial Condition · Regulation FD Disclosure

Item 2.02 Results of Operations and Financial Condition. On July 30, 2026, FTI Consulting, Inc. (“FTI Consulting” or the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2026.…

Filed Jul 31, 2026Accepted Jul 31, 2026, 4:31 PM EDTCIK 887936Accession 0001193125-26-328715
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Company context

FTI Consulting, Inc. is a leading global expert firm for organizations facing crisis and transformation, with more than 8,100 employees located in 32 countries and territories as of June 30, 2026. In certain jurisdictions, FTI Consulting’s services are provided through distinct legal entities that are separately capitalized and independently managed. The Company generated $3.8 billion in revenues during fiscal year 2025. More information can be found at www.fticonsulting.com.

Current securities

Recent company filings

  1. 4 filingAug 12, 2026
  2. 144 filingAug 11, 2026
  3. 10-Q filingJul 30, 2026
  4. SCHEDULE 13G/A filingJul 24, 2026
  5. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD DisclosureJul 1, 2026

Disclosure sections

Items 2.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition. On July 30, 2026, FTI Consulting, Inc. (“FTI Consulting” or the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2026. A copy of the press release (including accompanying financial tables) (the “Press Release”) is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The Company also held a conference call on July 30, 2026 to announce financial results for the three and six months ended June 30, 2026. The text of the transcript of the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The Company uses a presentation from time to time in its discussions with investors and analysts (the “Presentation”). The Presentation includes FTI Consulting’s past and present financial results, operating data and other information. A copy of the Presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K and has been posted to the FTI Consulting website at www.fticonsulting.com.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. In 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”). Certain of these measures are considered “non-GAAP financial measures” under rules promulgated by the Securities and Exchange Commission (the “SEC”). Specifically, the Company may have referred to the following non-GAAP financial measures: • Total Segment Operating Income; • Adjusted Segment EBITDA; • Total Adjusted Segment EBITDA; • Adjusted EBITDA; • Adjusted EBITDA Margin; • Adjusted Net Income; • Adjusted Earnings per Diluted Share; and • 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, losses on early extinguishment of debt and Extraordinary Litigation-Related Expenses (as defined below). 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, losses on early extinguishment of debt and Extraordinary Litigation-Related Expenses (as defined below). 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. “Extraordinary Litigation-Related Expenses” represent expenses related to the Company’s litigation in the case captioned FTI Consulting, Inc. et al., v. Jonathan M. Orszag et al., 8:23-cv-03200-BAH-AAQ (D.Md.) (together with ancillary proceedings, “FTI vs. Orszag, et al”). In May 2026, the United States District Court for the District of Maryland (the “Court”) allowed the Company to file a third amended complaint to an existing proceeding against Jonathan Orszag, adding Econic Partners LLC, a competitor of the Company, and Dr. Mark Israel, a former Company employee, as defendants. The third amended complaint also added additional claims, including for theft of Company trade secrets and conspiracy to unlawfully compete. This litigation was originally filed in November 2023 against Mr. Orszag, a former Company employee, to enforce the terms of his employment agreement. As a result of the Court’s allowance of the third amended complaint, in the Company’s judgment, beginning in the second quarter of 2026, FTI vs Orszag, et al became non-recurring and outside of the ordinary course of business based on the following considerations: (i) the magnitude of the proceedings, (ii) the complexity of the proceedings, (iii) the counterparties involved and (iv) the Company’s overall litigation strategy. No non-GAAP financial measures for prior periods presented have been adjusted for litigation expenses related to FTI vs. Orszag, et al because the proceedings did not become extraordinary until the second quarter of 2026. 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on July 30, 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.
Filed exhibits (2)
EX-99.1 (by filename) fcn-ex99_1.htm

EX-99.1 2 fcn-ex99_1.htm EX-99.1 EX-99.1 Exhibit 99.1 FTI Consulting, Inc. 555 12th Street NW Washington, DC 20004 +1.202.312.9100 Investor & Media Contact: Mollie Hawkes +1.617.747.1791 mollie.hawkes@fticonsulting.com FTI Consulting Reports Second Quarter 2026 Financial Results • Record Second Quarter 2026 Revenues of $993.5 Million, Up 5.3% Compared to $943.7 Million in Prior Year Quarter • Second Quarter 2026 EPS of $1.99 and Adjusted EPS of $2.16, Compared to EPS and Adjusted EPS of $2.13 in Prior Year Quarter • Company Reaffirms Revenue Guidance, Updates EPS Guidance Range to Between $8.70 and $9.30 and Introduces Adjusted EPS Guidance Range of Between $9.10 and $9.70 Washington, D.C., July 30, 2026 - FTI Consulting, Inc. (NYSE: FCN) today released financial results for the second quarter ended June 30, 2026. Second quarter 2026 record revenues of $993.5 million increased $49.8 million, or 5.3%, compared to revenues of $943.7 million in the prior year quarter. The increase was primarily driven by revenue growth in the Corporate Finance, Technology and Forensic and Litigation Consulting segments, which was partially offset by a $9.2 million decline in pass-thro…

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EX-99.2 (by filename) fcn-ex99_2.htm

EX-99.2 3 fcn-ex99_2.htm EX-99.2 EX-99.2 Exhibit 99.2 30-Jul-2026 FTI Consulting, Inc. (FCN) Q2 2026 Earnings Call CORPORATE PARTICIPANTS Mollie Hawkes Angela Nam Global Head-Marketing, Communications & Investor Relations, FTI Consulting, Inc. Chief Financial Officer, FTI Consulting, Inc. Steven Henry Gunby Chairman, President & Chief Executive Officer, FTI Consulting, Inc. ..................................................................................................................................................................................................................................................................... OTHER PARTICIPANTS James Yaro Tobey Sommer Analyst, Goldman Sachs & Co. LLC Analyst, Truist Securities, Inc. Andrew Nicholas Analyst, William Blair & Co. LLC ..............................................................................................................................................................................................................................................................…

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