FTI CONSULTING INC

Not applicable.

Part II

Common Stock

Our common stock currently trades on the New York Stock Exchange (the “NYSE”) under the symbol FCN. As of January 31, 2025, the number of holders of record of our common stock was 297, which does not include a substantially greater number of beneficial holders whose shares are held by banks, brokers and other financial institutions.

Securities Authorized for Issuance under Equity Compensation Plans

The following table includes the number of shares of common stock of the Company authorized or to be issued upon exercise of outstanding options, warrants and rights awarded under our employee equity compensation plans as of December 31, 2024:

(1)Includes up to 60,063 shares of common stock issuable upon exercise of fully vested stock options granted under our 2009 Omnibus Incentive Compensation Plan (as Amended and Restated Effective as of June 3, 2015).

(2)Includes 644,842 shares of common stock available for issuance under our 2017 Omnibus Incentive Compensation Plan, all of which are available for stock-based awards.

Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information with respect to purchases we made of our common stock during the fourth quarter of 2024:

(1)On June 2, 2016, our Board of Directors authorized a stock repurchase program (the “Repurchase Program”), which was most recently increased by $400.0 million to an aggregate authorization of $1.3 billion on December 1, 2022. 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 December 31, 2024, we repurchased an aggregate of 51,717 shares of our common stock under the Repurchase Program at an average price of $197.53 per share for a total cost of approximately $10.2 million.

(2)Includes 4,460 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

(3)Includes 3,464 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

(4)Includes 3,710 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

(5)During the month ended November 30, 2024, we repurchased and retired 41,417 shares of common stock, at an average price per share of $197.29, for an aggregate cost of $8.2 million.

(6)During the month ended December 31, 2024, we repurchased and retired 10,300 shares of common stock, at an average price per share of $198.50, for an aggregate cost of $2.0 million.