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FTI CONSULTING, INC

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

FCN$197.34+1.7%Stored close · as of Nov 10, 2026

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX

Page
Management’s Report on Internal Control over Financial Reporting53
Report of Independent Registered Public Accounting Firm — Internal Control over Financial Reporting56
Report of Independent Registered Public Accounting Firm — Consolidated Financial Statements54
Consolidated Balance Sheets — December 31, 2025 and 202457
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2025, 2024 and 202358
Consolidated Statements of Stockholders’ Equity — Years Ended December 31, 2025, 2024 and 202359
Consolidated Statements of Cash Flows — Years Ended December 31, 2025, 2024 and 202360
Notes to Consolidated Financial Statements61

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

KPMG LLP, the independent registered public accounting firm that audited our financial statements, has issued an audit report on their assessment of internal control over financial reporting, which is included elsewhere in this Annual Report.

Date: February 26, 2026

/s/ STEVEN H. GUNBY

Steven H. GunbyChief Executive Officer and Chairman(Principal Executive Officer)

/s/ PAUL LINTON

Paul LintonInterim Chief Financial Officer(Principal Financial Officer)

To the Stockholders and the Board of Directors

FTI Consulting, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of FTI Consulting, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Changes in estimates of potential fee reductions

As discussed in Note 1 to the consolidated financial statements, for certain arrangements, the Company records revenues based on the amount it estimates it will be entitled to in exchange for its services and only to the extent that a significant reversal of revenue is not likely to occur when the uncertainty associated with the estimate is subsequently resolved. The Company records changes to revenue when there are changes in estimates of potential fee reductions imposed by bankruptcy courts or other regulatory agencies or negotiated with specific clients. Revenues for the year ended December 31, 2025 were $3,788,857 thousand, which includes the previously mentioned changes.

We identified the evaluation of changes in estimates of potential fee reductions as a critical audit matter. There was a high degree of subjectivity and audit effort in evaluating the likely outcome of potential fee reductions imposed by bankruptcy courts or other regulatory agencies or negotiated by specific clients, which may vary depending on the nature of the engagement, client economics, historical experience and other appropriate factors.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue process, including controls related to the monthly analysis of estimated potential fee reductions by arrangement, and review of the related changes to revenue. For a sample of changes in estimates of potential fee reductions, we inspected relevant evidence, including: (1) contractual documents, (2) regulatory correspondence if applicable, and (3) historical trends and analysis performed by the Company that supported the change, and also inquired of relevant Company personnel to assess the rationale for making the change. For a sample of arrangements, we assessed the existence and accuracy of the billed receivables by confirming amounts recorded directly with the Company’s clients. We compared actual collections and write-offs to previous billed and unbilled receivables to assess the Company’s ability to accurately record changes in estimates of potential fee reductions.

/s/ KPMG LLP

We have served as the Company's auditor since 2006.

McLean, Virginia

February 26, 2026

To the Stockholders and Board of Directors

FTI Consulting, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited FTI Consulting, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

McLean, Virginia

February 26, 2026

(in thousands, except per share data)

December 31,
20252024
Assets
Current assets
Cash and cash equivalents$265,091$660,493
Accounts receivable, net1,037,6781,020,174
Current portion of notes receivable87,86144,894
Prepaid expenses and other current assets126,99793,953
Total current assets1,517,6271,819,514
Property and equipment, net169,333150,295
Operating lease assets201,492198,318
Goodwill1,242,7771,226,556
Intangible assets, net13,54716,770
Notes receivable, net250,667109,119
Other assets95,08576,258
Total assets$3,490,528$3,596,830
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable, accrued expenses and other$206,247$224,394
Accrued compensation712,335639,745
Billings in excess of services provided56,60767,620
Total current liabilities975,189931,759
Long-term debt365,000—
Noncurrent operating lease liabilities224,510208,036
Deferred income taxes99,611111,825
Other liabilities92,48786,920
Total liabilities1,756,7971,338,540
Commitments and contingencies (Note 15)
Stockholders’ equity
Preferred stock, $0.01 par value; shares authorized — 5,000; none outstanding——
Common stock, $0.01 par value; shares authorized — 75,000; shares issued and outstanding —30,864 (2025) and 35,913 (2024)309359
Additional paid-in capital35439,650
Retained earnings1,862,6722,394,853
Accumulated other comprehensive loss(129,604)(176,572)
Total stockholders’ equity1,733,7312,258,290
Total liabilities and stockholders’ equity$3,490,528$3,596,830

(in thousands, except per share data)

Year Ended December 31,
202520242023
Revenues$3,788,857$3,698,652$3,489,242
Operating expenses
Direct cost of revenues2,571,3822,516,7262,354,216
Selling, general and administrative expenses799,624822,151751,306
Special charges25,2958,230—
Amortization of intangible assets3,4794,1836,159
3,399,7803,351,2903,111,681
Operating income389,077347,362377,561
Other income (expense)
Interest income and other3,33010,360(4,867)
Interest expense(21,396)(6,951)(14,331)
(18,066)3,409(19,198)
Income before income tax provision371,011350,771358,363
Income tax provision100,14070,68383,471
Net income$270,871$280,088$274,892
Earnings per common share — basic$8.33$7.96$8.10
Earnings per common share — diluted$8.24$7.81$7.71
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments, net of tax expense of $—, $— and $—$46,968$(26,112)$26,262
Total other comprehensive income (loss), net of tax46,968(26,112)26,262
Comprehensive income$317,839$253,976$301,154

Consolidated Statements of Stockholders’ Equity

(in thousands)

Additional Paid-in Capital · Retained Earnings · AccumulatedOther Comprehensive Loss
Common Stock
Shares · Amount · Total
Balance at December 31, 202234,026$340$—$1,858,103$(176,722)$1,681,721
Net income—$—$—$274,892$—$274,892
Other comprehensive income:
Cumulative translation adjustment————26,26226,262
Issuance of common stock in connection with:
Exercise of options38—1,297——1,297
Restricted share grants, less net settled shares of 911081(14,101)——(14,100)
Settlement of conversion premium of convertible senior notes due 20231,46115(21)——(6)
Purchase and retirement of common stock(112)(1)(17,798)——(17,799)
Conversion of convertible senior notes due 2023——(381)——(381)
Share-based compensation——29,534——29,534
Reclassification of negative additional paid-in capital——18,230(18,230)——
Balance at December 31, 202335,521$355$16,760$2,114,765$(150,460)$1,981,420
Net income—$—$—$280,088$—$280,088
Other comprehensive loss:
Cumulative translation adjustment————(26,112)(26,112)
Issuance of common stock in connection with:
Exercise of options294310,888——10,891
Restricted share grants, less net settled shares of 931502(16,218)——(16,216)
Purchase and retirement of common stock(52)(1)(10,216)——(10,217)
Share-based compensation——38,436——38,436
Balance at December 31, 202435,913$359$39,650$2,394,853$(176,572)$2,258,290
Net income—$—$—$270,871$—$270,871
Other comprehensive income:
Cumulative translation adjustment————46,96846,968
Issuance of common stock in connection with:
Exercise of options38—1,387——1,387
Restricted share grants, less net settled shares of 1061782(16,479)——(16,477)
Purchase and retirement of common stock, including excise tax(5,265)(52)(866,580)——(866,632)
Share-based compensation——39,324——39,324
Reclassification of negative additional paid-in capital——803,052(803,052)——
Balance at December 31, 202530,864$309$354$1,862,672$(129,604)$1,733,731

(in thousands)

Year Ended December 31,
202520242023
Operating activities
Net income$270,871$280,088$274,892
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment45,76443,91041,079
Amortization of intangible assets3,4794,1836,159
Amortization of notes receivable73,60251,62127,784
Provision for expected credit losses42,83650,31535,149
Share-based compensation39,32438,43629,534
Deferred income taxes23,745(16,605)(25,453)
Other1,1823035,743
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable, billed and unbilled(34,260)18,340(229,296)
Notes receivable, net of repayments(255,006)(99,892)(50,703)
Prepaid expenses and other assets(15,611)(2,810)7,606
Accounts payable, accrued expenses and other6,62712,8758,687
Income taxes(67,963)(29,441)29,335
Accrued compensation29,63143,50350,186
Billings in excess of services provided(12,089)27113,759
Net cash provided by operating activities152,132395,097224,461
Investing activities
Purchases of property and equipment and other(58,531)(35,408)(49,479)
Purchase and maturity of short-term investment—25,246(24,356)
Net cash used in investing activities(58,531)(10,162)(73,835)
Financing activities
Borrowings under revolving line of credit1,280,000600,000835,000
Repayments under revolving line of credit(915,000)(600,000)(835,000)
Repayment of convertible notes——(315,763)
Purchase and retirement of common stock(858,681)(10,217)(20,982)
Share-based compensation tax withholdings(18,545)(19,021)(16,375)
Proceeds on stock option exercises1,39210,8871,297
Deposits and other3582,968(2,840)
Net cash used in financing activities(510,476)(15,383)(354,663)
Effect of exchange rate changes on cash and cash equivalents21,473(12,281)15,571
Net increase (decrease) in cash and cash equivalents(395,402)357,271(188,466)
Cash and cash equivalents, beginning of period660,493303,222491,688
Cash and cash equivalents, end of period$265,091$660,493$303,222
Supplemental cash flow disclosures
Cash paid for interest$19,666$5,918$14,390
Cash paid for income taxes and tax credits, net of refunds$144,357$116,729$79,588
Non-cash investing and financing activities:
Issuance of stock units under incentive compensation plans$2,069$2,805$2,274
Excise tax on purchase and retirement of common stock$7,953$—$—
Non-cash additions to property and equipment$4,459$2,623$950

Notes to Consolidated Financial Statements

(dollar and share amounts in tables expressed in thousands, except per share data)

  1. Description of Business and Summary of Significant Accounting Policies

Description of Business

FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”), is a leading global expert firm for organizations facing crisis and transformation. Individually, each of our segments and practices is staffed with experts recognized for the depth of their knowledge and a track record of making an impact. We operate through five reportable segments: Corporate Finance, Forensic and Litigation Consulting (“FLC”), Economic Consulting, Technology and Strategic Communications.

The Company renamed its Corporate Finance & Restructuring segment to Corporate Finance to better align with the segment’s business activities, structure and strategy, as of December 31, 2025. The segment name change did not result in any change to the composition of the segment and has no impact on previously reported financial information.

Accounting Principles

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The consolidated financial statements include the accounts of FTI Consulting and all of our subsidiaries. All intercompany transactions and balances have been eliminated. Reclassifications of certain prior period amounts have been made to conform to the current period presentation.

Foreign Currency

Results of operations for our non-United States subsidiaries are translated from the designated functional currency to the reporting currency of the United States dollar (“USD”). Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates and certain equity transactions are translated at historical exchange rates. Resulting net translation adjustments are recorded as a component of stockholders’ equity in “Accumulated other comprehensive loss.”

Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Interest income and other” on the Consolidated Statements of Comprehensive Income. Such transaction gains and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Due to the inherent uncertainty involved in making those assumptions, actual results could differ from those estimates. Management bases its estimates on historical trends, projections, current experience and other assumptions that it believes are reasonable. Our most significant estimates relate to revenues and the assessment of the recoverability of goodwill and intangible assets. Other estimates include, but are not limited to, the realization of deferred tax assets and the fair value of acquisition-related contingent consideration. The fair values of all of our financial instruments are estimated to be equal to their carrying values as of December 31, 2025 and 2024.

Concentrations of Risk

We do not have a single customer that represents 10% or more of our consolidated revenues. We derive the majority of our revenues from providing professional services to clients in the United States (“U.S.”). For the year ended December 31, 2025, we derived approximately 37% of our consolidated revenues from the work of professionals who are assigned to locations outside the U.S. We believe that the geographic and industry diversity of our customer base throughout the U.S. and internationally minimizes the risk of incurring material losses due to concentrations of credit risk.

Revenue Recognition

Revenues are recognized when we satisfy a performance obligation by transferring services promised in a contract to a customer and in an amount that reflects the consideration that we expect to receive in exchange for those services. Performance obligations in our contracts represent distinct or separate services that we provide to our customers. If, at the outset of an arrangement, we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met or until consideration is received.

We generate the majority of our revenues by providing consulting services to our clients. Most of our consulting service contracts are based on one of the following types of contract arrangements:

Time and expense arrangements require the client to pay us based on the number of hours worked at contractually agreed-upon rates. We recognize revenues for these contract arrangements based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because we have a right to consideration for services completed to date. When a time and expense arrangement has a not-to-exceed or “cap” amount and we expect to perform work in excess of the cap, we recognize revenues up to the cap amount specified by the client.

Fixed-fee arrangements require the client to pay a fixed-fee in exchange for a predetermined set of professional services. We recognize revenues earned to date by applying the proportional performance method. Generally, these arrangements have one performance obligation because the promises to transfer goods or services within most of our agreements are not considered to be separately identifiable.

Performance-based or contingent arrangements represent forms of variable consideration. In these arrangements, our fees are based on the attainment of contractually defined objectives with our client, such as completing a business transaction or assisting the client in achieving a specific business objective. We recognize revenues earned to date in an amount that is probable not to reverse using the expected value or most likely amount to determine the expected variable consideration and then apply the proportional performance method when the criteria for over time revenue recognition are met.

Certain fees in our time and materials arrangements may be subject to approval by a third-party, such as a bankruptcy court and other regulatory agency. In such cases, we record revenues based on the amount we estimate we will be entitled to in exchange for our services and only to the extent a significant reversal of revenue is not likely to occur when the uncertainty associated with the estimate is subsequently resolved. Potential fee reductions imposed by bankruptcy courts and other regulatory agencies or negotiated with specific clients are estimated on a specific identification basis. Our estimates may vary depending on the nature of the engagement, client economics, historical experience and other appropriate factors. When there are changes in our estimates of potential fee reductions, we record such changes to revenues with a corresponding offset to our billed and unbilled accounts receivable.

In our Technology segment, certain clients are billed based on the amount of data storage used or the volume of information processed. Unit-based revenues are defined as revenues billed on a per item, per page or another unit-based method and include revenues from data processing and hosting. Unit-based revenues include revenues associated with licensed software products made available to customers via a web browser (“on-demand”). On-demand revenues are charged on a unit or monthly basis and include, but are not limited to, processing and review related functions.

Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred.

Timing of revenue recognition often differs from the timing of billing to our customers. Generally, we transfer goods or services to a customer before the customer pays consideration or payment is due. If we have an unconditional right to invoice and receive payment for goods or services already provided, we record billed and unbilled receivables on our Consolidated Balance Sheets. Our contract terms generally include a requirement of payment within 30 days when no contingencies exist. Payment terms and conditions vary depending on the jurisdiction, market and type of service, and whether regulatory or other third-party approvals are required. At times, we may execute contracts in a form provided by customers that might include different payment terms and contracts may be negotiated at the client’s request.

Direct Cost of Revenues

Direct cost of revenues consists primarily of billable employee compensation and related payroll benefits, the cost of contractors assigned to revenue-generating activities and direct expenses billable to clients. Direct cost of revenues also includes expense for cloud-based computing and depreciation expense on licensed software used to host and process client information. Direct cost of revenues does not include an allocation of corporate overhead and non-billable segment costs.

Share-Based Compensation

Share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period or performance period of the award. The amount of share-based compensation expense recognized at any date must at least equal the portion of grant date value of the award that is vested at that date.

The fair value of restricted share awards and restricted stock units is measured based on the closing price of the underlying stock on the date of grant. The fair value of performance stock units that contain market-based vesting conditions is measured using a Monte Carlo pricing model. The compensation cost of performance stock units with market-based vesting conditions is based on the grant date fair value and is not subsequently reversed if it is later determined that the market condition is unlikely to be met or is expected to be lower than originally anticipated. For performance stock units that contain performance-based vesting conditions, the compensation cost is adjusted each reporting period based on the probability of the awards vesting.

For all of our share-based awards, we recognize forfeitures in compensation cost when they occur.

Advertising Costs

Advertising costs consist of marketing, advertising through print and other media, professional event sponsorship and public relations. These costs are expensed as incurred. Advertising costs totaled $26.8 million, $27.0 million and $23.0 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in selling, general and administrative (“SG&A”) expenses on the Consolidated Statements of Comprehensive Income.

Income Taxes

Our income tax provision consists principally of U.S. federal, state and international income taxes. We generate income in a significant number of states located throughout the U.S. and in foreign countries in which we conduct business. Our effective income tax rate may fluctuate due to a change in the mix of earnings between higher and lower state or country tax jurisdictions and the impact of non-deductible expenses.

Additionally, we record deferred tax assets and liabilities using the asset and liability method of accounting, which requires us to measure these assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We recognize a deferred tax asset if it is more likely than not (defined as a likelihood of greater than 50%) that a tax benefit will be accepted by the relevant taxing authority. The measurement of deferred tax assets and liabilities is based upon currently enacted tax rates in the applicable jurisdictions. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of temporary differences, projected future taxable income, tax planning strategies and recent results of operations. The historical profitability of each foreign entity is a factor in determining whether to establish or release a valuation allowance. Pre-tax operating losses on a three-year cumulative basis is considered objectively verifiable evidence and will generally outweigh a projection of future taxable income. Certain foreign subsidiaries have experienced operating losses on a three-year cumulative basis and, as a result, have recorded a valuation allowance against all or a portion of their deferred tax assets.

The Inflation Reduction Act includes provisions that permit clean energy tax credits that are transferable to an unrelated third party in exchange for cash payment. When the control of the investment tax credits transfers, the acquired credits are recognized as deferred tax assets and are measured under Accounting Standards Codification Topic 740, Income Taxes. The difference between the purchase price and the tax basis of the purchased credits is recognized as deferred credits. The deferred credits are recognized in income tax expense in proportion to the reversal of the associated deferred tax asset. The amounts paid for the tax credits are presented in the “Cash paid for income taxes and tax credits, net of refunds” line in the supplemental cash flow disclosures.

Cash Equivalents

Cash equivalents consist of money market funds, commercial paper and certificates of deposit with maturities of three months or less at the time of purchase.

Multi-Currency Notional Cash Pooling

We hold a master netting arrangement with a third-party financial institution whereby certain subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of the master netting arrangement, the participating subsidiaries may maintain either cash deposit or borrowing positions through foreign and/or local currency accounts with the bank, so long as the aggregate position of the global pool is a notionally calculated net cash deposit. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. The net positive cash balance related to this pooling arrangement is included in cash and cash equivalents in the Consolidated Balance Sheets as of December 31, 2025 and 2024.

Allowance for Expected Credit Losses

We estimate the current-period provision for expected credit losses on a specific identification basis. Our judgments regarding a specific client’s credit risk considers factors such as the counterparty’s creditworthiness, knowledge of the specific client’s circumstances and historical collection experience for similar clients. Other factors include, but are not limited to, current economic conditions and forward-looking estimates. Our actual experience may vary from our estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay our fees, we may need to record additional provisions for expected credit losses in future periods. The risk of credit losses may be mitigated to the extent that we received a retainer from some of our clients prior to performing services.

We maintain an allowance for expected credit losses, which represents the estimated aggregate amount of credit risk arising from the inability or unwillingness of specific clients to pay our fees or disputes that may affect our ability to fully collect our billed accounts receivable. We record our estimate of lifetime expected credit losses concurrently with the initial recognition of the underlying receivable. Accounts receivable, net of the allowance for expected credit losses, represents the amount we expect to collect. At each reporting date, we adjust the allowance for expected credit losses to reflect our current estimate. Adjustments to the allowance for expected credit losses are recorded to SG&A expenses on the Consolidated Statements of Comprehensive Income. Our billed accounts receivables are written off when the potential for recovery is considered remote.

Property and Equipment

We record property and equipment, including improvements that extend useful life, at cost, while maintenance and repairs are expensed as incurred. We calculate depreciation using the straight-line method based on an estimated useful life ranging from less thanone year to 15 years for furniture, equipment and software. We amortize leasehold improvements over the shorter of the estimated useful life of the asset or the lease term. We capitalize costs incurred during the application development stage of computer software developed or obtained for internal use. Capitalized software developed for internal use is classified within computer equipment and software and is amortized over the estimated useful life of the software, which ranges from less thanone year to 10 years. Purchased software licenses to be sold to customers are capitalized and amortized over the license term.

Notes Receivable from Employees

Notes receivable from employees principally include unsecured general recourse forgivable loans which are provided to attract and retain certain of our senior employees and other professionals. Generally, all of the principal amount and accrued interest income of the forgivable loans we make to employees and other professionals will be forgiven according to the stated terms of the loan agreement, provided that the professional is providing services to the Company on the forgiveness date and upon other specified events, such as death or disability. We record accrued interest income as a reduction to operating expenses on our Consolidated Statements of Comprehensive Income.

Professionals who terminate their employment or services with us prior to the end of the forgiveness period are required to repay the outstanding, unforgiven loan balance and any accrued but unforgiven interest. The unforgiven interest is recorded to “Interest income and other” on our Consolidated Statements of Comprehensive Income at the time of termination.

If the termination was by the Company without “cause” or by the employee with “good reason,” or, subject to certain conditions, if the employee terminates his or her employment due to retirement or non-renewal of his or her employment agreement, the loan may be forgiven or continue to be forgivable, in whole or in part. We amortize forgivable loans straight-line over the requisite service period, which ranges from a period ofone year to 10 years. The amount of expense recognized at any date must at least equal the portion of the principal forgiven on the forgiveness date.

Goodwill and Intangible Assets

Goodwill represents the purchase price of acquired businesses in excess of the fair market value of net assets acquired at the date of acquisition. Intangible assets may include customer relationships, trademarks and acquired software.

We test our goodwill and indefinite-lived intangible assets for impairment annually as of the first day of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. On a quarterly basis, we monitor the key drivers of fair value to detect events or other changes that would warrant an interim impairment test. Important factors we consider that could trigger an interim impairment review include, but are not limited to, the following:

significant underperformance relative to expected historical or projected future operating results;

a significant change in the manner of our use of the acquired asset or the strategy for our overall business;

a significant market decline related to negative industry or economic trends; and/or

our market capitalization relative to net carrying value.

We assess our goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or a business one level below that operating segment if discrete financial information is available and regularly reviewed by the chief operating decision maker. Our reporting units are the same as our operating segments.

Our annual goodwill impairment test may be conducted using a qualitative assessment or a quantitative assessment. Under GAAP, we have an option to bypass the qualitative assessment and perform a quantitative impairment test. We determine whether to perform a qualitative assessment first or to bypass the qualitative assessment and proceed with the quantitative goodwill impairment test for each of our reporting units based on the excess of fair value over carrying value from the most recent quantitative tests and other events or changes in circumstances that could impact the fair value of the reporting units.

In the qualitative assessment, we consider various factors, events or circumstances, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant reporting unit specific events. If, based on the qualitative assessment, we determine that it is not “more likely than not” that the fair value of a reporting unit is less than its carrying value, we do not prepare a quantitative impairment test. If we determine otherwise, we will prepare a quantitative assessment for potential goodwill impairment.

In the quantitative assessment, we compare the estimated fair value of the reporting unit with the carrying amount of that reporting unit. We estimate fair value using a combination of an income approach (based on discounted cash flows) and market approaches, using appropriate weighting factors. If the fair value exceeds the carrying amount, goodwill is not impaired. However, if the carrying value exceeds the fair value of the reporting unit, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

Intangible assets with finite lives are amortized over their estimated useful life and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We amortize our acquired finite-lived intangible assets on a straight-line basis over periods ranging fromtwo to 15 years.

Impairment of Long-Lived Assets

We review long-lived assets such as property and equipment, operating lease assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans or changes in anticipated future cash flows. If an impairment indicator is present, we evaluate recoverability of assets to be held and used by a comparison of the carrying value of the assets with future undiscounted net cash flows expected to be generated by the assets. We group assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset group, we estimate the fair value of the asset group to determine whether an impairment loss should be recognized.

Leases

We determine if a contract is a leasing arrangement at inception. Operating lease assets represent our right to control the use of an identified asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized on the Consolidated Balance Sheets at the commencement date based on the present value of lease payments over the lease term. We use the incremental borrowing rate on the commencement date in determining the present value of our lease payments. We recognize operating lease expense for our operating leases on a straight-line basis over the lease term.

We lease office space and equipment under non-cancelable operating leases, which may include renewal or termination options that are reasonably certain of exercise. Most leases includeone or more options to renew, with renewal terms that can extend the lease term up toseven years. The exercise of lease renewal options is at our sole discretion. Certain of our lease agreements include rental payments that are adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and are expensed as incurred. Lease and non-lease components are accounted for together as a single lease component for operating leases associated with our office space.

Billings in Excess of Services Provided

Billings in excess of services provided represent amounts billed to clients, such as retainers, in advance of work being performed. Clients may make advance payments, which are held on deposit until completion of work or are applied at predetermined amounts or times. Excess payments are either applied to final billings or refunded to clients upon completion of work. Payments in excess of related accounts receivable and unbilled receivables are recorded as billings in excess of services provided within the liabilities section of the Consolidated Balance Sheets.

  1. New Accounting Standards

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal, state and local) and foreign jurisdictions. We adopted ASU 2023-09 on a prospective basis, beginning with the year ended December 31, 2025. See Note 16, “Income Taxes” for disclosures required under ASU 2023-09.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional, disaggregated disclosure around certain income statement expense line items. The amendments in this ASU are effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance to reflect neutrality toward different methods of software development. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2027 and can be applied prospectively, retrospectively, or with a modified transition approach. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

  1. Earnings per Common Share

Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share adjusts basic earnings per common share for the effects of potentially dilutive common shares. Potentially dilutive common shares include the dilutive effects of shares issuable upon exercise or vesting of outstanding awards under our equity compensation plans, including stock options and share-based awards (restricted share awards, restricted stock units and performance stock units), each using the treasury stock method.

Year Ended December 31,
202520242023
Numerator — basic and diluted
Net income$270,871$280,088$274,892
Denominator
Weighted average number of common shares outstanding — basic32,53135,20833,924
Effect of dilutive share-based awards318517559
Effect of dilutive stock options32120295
Effect of dilutive convertible notes (1)——868
Weighted average number of common shares outstanding — diluted32,88135,84535,646
Earnings per common share — basic$8.33$7.96$8.10
Earnings per common share — diluted$8.24$7.81$7.71
Antidilutive stock options and share-based awards217455

(1)On August 17, 2023, we issued a total of 1,460,740 shares of our common stock to holders in connection with the conversion of their 2.0% convertible senior notes due 2023 at maturity.

  1. Revenues

We generate the majority of our revenues by providing consulting services to our clients. See Note 1, “Description of Business and Summary of Significant Accounting Policies” for additional information on our accounting policies for revenues.

Revenues are recognized when we satisfy a performance obligation by transferring services promised in a contract to a customer and in an amount that reflects the consideration that we expect to receive in exchange for those services. Performance obligations in our contracts represent distinct or separate services that we provide to our customers. We estimate that approximately 76% of our revenues recognized during the year ended December 31, 2025 were generated from time and expense contract arrangements. If, at the outset of an arrangement, we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met.

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 $26.0 million, $20.0 million and $11.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Unfulfilled performance obligations primarily consist of fees not yet recognized on certain fixed-fee arrangements and performance-based and contingent arrangements. As of December 31, 2025 and 2024, the aggregate amount of the remaining contract transaction price allocated to unfulfilled performance obligations was $27.3 million and $25.5 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 December 31, 2025 and 2024, respectively.

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 December 31, 2025 and 2024, respectively.

  1. Accounts Receivable and Allowance for Expected Credit Losses

The following table summarizes the components of “Accounts receivable, net” as presented on the Consolidated Balance Sheets:

December 31,
20252024
Accounts receivable:
Billed receivables$764,217$742,504
Unbilled receivables378,115368,216
Allowance for expected credit losses(104,654)(90,546)
Accounts receivable, net$1,037,678$1,020,174

The following table summarizes the total provision for expected credit losses and write-offs:

Year Ended December 31,
202520242023
Provision for expected credit losses$42,836$50,315$35,149
Write-offs$31,078$24,949$24,441

Our provision for expected credit losses includes recoveries, direct write-offs and charges to other accounts. Billed accounts receivables are written off when the potential for recovery is considered remote. See Note 1, “Description of Business and Summary of Significant Accounting Policies” for additional information on our accounting policies for the allowance for expected credit losses.

  1. Special Charges

During the year ended December 31, 2025, we recorded special charges of $25.3 million related to targeted headcount reductions in each segment and region where we realigned our workforce with current business demand for our consulting services. The special charges concluded as of March 31, 2025. The majority of the special charges were paid during the year ended December 31, 2025 and the remaining amounts will be paid in cash in the next three months. These amounts are included in “Accounts payable, accrued expenses and other” on our Consolidated Balance Sheets.

The following table details the special charges by segment:

Year Ended December 31, 2025
Corporate Finance$11,696
FLC5,475
Economic Consulting983
Technology1,928
Strategic Communications3,268
Segment special charges23,350
Unallocated Corporate1,945
Total special charges$25,295

During the year ended December 31, 2024, we recorded special charges of $8.2 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. There wereno special charges recorded during the year ended December 31, 2023.

  1. Share-Based Compensation

Share-Based Incentive Compensation Plan

Under the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan, as amended, there were 1,144,986 shares of common stock available for grant as of December 31, 2025.

Share-Based Compensation Expense

The table below reflects the total share-based compensation expense recognized in our Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,
Income Statement Classification202520242023
Direct cost of revenues$26,821$22,179$19,067
Selling, general and administrative expenses14,88420,00217,205
Total$41,705$42,181$36,272

Restricted Share Awards

The following table summarizes our restricted share awards activity during the year ended December 31, 2025.

SharesWeightedAverage GrantDate Fair Value
Restricted share awards outstanding at December 31, 2024611$147.80
Restricted share awards granted159$165.35
Restricted share awards vested(159)$98.99
Restricted share awards forfeited(37)$171.69
Restricted share awards outstanding at December 31, 2025574$164.70

As of December 31, 2025, there was $61.7 million of unrecognized compensation cost related to unvested restricted share awards. That cost is expected to be recognized ratably over a weighted average period of 3.8 years. The total fair value of restricted share awards that vested during the years ended December 31, 2025, 2024 and 2023 was $26.8 million, $28.1 million and $29.0 million, respectively.

Restricted Stock Units

The following table summarizes our restricted stock units activity during the year ended December 31, 2025.

SharesWeightedAverage GrantDate Fair Value
Restricted stock units outstanding at December 31, 2024489$130.79
Restricted stock units granted115$166.84
Restricted stock units released(104)$91.92
Restricted stock units forfeited(18)$179.09
Restricted stock units outstanding at December 31, 2025482$146.01

As of December 31, 2025, there was $38.2 million of unrecognized compensation cost related to unvested restricted stock units. That cost is expected to be recognized ratably over a weighted average period of 3.8 years. The total fair value of restricted stock units released for the years ended December 31, 2025, 2024 and 2023 was $17.9 million, $8.7 million and $6.6 million, respectively.

Performance Stock Units

Performance stock units represent common stock potentially issuable in the future, subject to achievement of either market or performance conditions. Our current outstanding performance stock units that are subject to market conditions vest based on the adjusted total shareholder return of the Company as compared to the adjusted total shareholder return of the Standard & Poor’s 500 Index over the applicable performance period. Our current outstanding performance stock units that are subject to performance conditions vest based on Adjusted EBITDA metrics over the applicable performance period. The vesting and payout range for all of our performance stock units is typically between 0% and up to 150% of the target number of shares granted at the end of atwo- orthree-year performance period.

The following table summarizes our performance stock units activity during the year ended December 31, 2025.

SharesWeightedAverage GrantDate Fair Value
Performance stock units outstanding at December 31, 2024208$190.14
Performance stock units granted (1)106$158.26
Performance stock units released(59)$164.88
Performance stock units forfeited (2)(44)$184.44
Performance stock units outstanding at December 31, 2025211$182.42

(1)Performance stock units granted are presented at the maximum potential payout percentage of 150% of target shares granted.

(2)Performance stock units are forfeited when the market or performance conditions for maximum payout are not achieved, including performance stock units that do not achieve any payout, or the employee is terminated prior to vesting.

As of December 31, 2025, there was $6.2 million of unrecognized compensation cost related to unvested performance stock units. That cost is expected to be recognized ratably over a weighted average period of 0.8 years. The total fair value of performance stock units released during the years ended December 31, 2025, 2024 and 2023 was $11.1 million, $15.2 million and $11.7 million, respectively.

The weighted average grant date fair value per share of restricted share awards, restricted stock units and performance stock units awarded during the years ended December 31, 2025, 2024 and 2023 was $163.83, $211.79 and $187.85, respectively. The fair value of our restricted share awards, restricted stock units and performance stock units that are subject to performance conditions is determined based on the closing market price per share of our common stock on the grant date. The fair value of our performance stock units subject to market conditions is calculated using a Monte Carlo pricing model as of the grant date.

Stock Options

We didnot grant any stock options during the years ended December 31, 2025, 2024 and 2023. Historically, we used the Black-Scholes option-pricing model to determine the fair value of our stock option grants.

The following table summarizes our stock option activity during the year ended December 31, 2025.

OptionsWeightedAverageExercisePriceWeightedAverageRemainingContractualTerm(in Years)AggregateIntrinsicValue
Stock options outstanding at December 31, 202460$37.93
Stock options exercised(38)$36.53
Stock options outstanding and exercisable at December 31, 202522$40.361.2$2,876

Cash received from option exercises for the years ended December 31, 2025, 2024 and 2023 was $1.4 million, $10.9 million and $1.3 million, respectively. The tax benefit realized from stock options exercised was immaterial for each of the years ended December 31, 2025, 2024 and 2023.

The intrinsic value of stock options exercised is the amount by which the market value of our common stock on the exercise date exceeds the exercise price. The total intrinsic value of stock options exercised for the years ended December 31, 2025, 2024 and 2023 was $4.9 million, $52.0 million and $6.0 million, respectively.

As of December 31, 2025, there wasno unrecognized compensation cost related to stock options.

  1. Interest Income and Other

The table below presents the components of “Interest income and other” as shown on the Consolidated Statements of Comprehensive Income:

Year Ended December 31,
202520242023
Interest income and other
Interest income$7,061$8,468$5,210
Foreign exchange transaction gains (losses), net(4,260)549(9,341)
Other5291,343(736)
Total$3,330$10,360$(4,867)
  1. Balance Sheet Details

The table below presents the components of “Prepaid expenses and other current assets” and “Accounts payable, accrued expenses and other” as shown on the Consolidated Balance Sheets:

December 31,
20252024
Prepaid expenses and other current assets
Prepaid expenses$64,209$57,044
Income tax receivable14,2006,596
Other current assets48,58830,313
Total$126,997$93,953
Accounts payable, accrued expenses and other
Accounts payable$14,985$26,025
Accrued expenses97,92782,659
Accrued taxes payable15,17843,873
Current operating lease liabilities37,21134,110
Other current liabilities40,94637,727
Total$206,247$224,394
  1. Property and Equipment

Property and equipment consist of the following:

December 31,
20252024
Leasehold improvements$168,363$147,515
Construction in progress13,91713,224
Furniture and equipment42,02736,624
Computer equipment and software124,418145,504
348,725342,867
Accumulated depreciation(179,392)(192,572)
Property and equipment, net$169,333$150,295

Depreciation expense for property and equipment totaled $45.8 million, $43.9 million and $41.1 million during the years ended December 31, 2025, 2024 and 2023, respectively.

  1. Goodwill and Intangible Assets

Goodwill

The table below summarizes the changes in the carrying amount of goodwill by reportable segment:

CorporateFinance (1)FLC (1)EconomicConsulting (1)Technology (1)StrategicCommunications (2)Total
Balance at December 31, 2023$540,991$213,415$268,482$96,802$114,879$1,234,569
Foreign currency translation adjustment(5,663)(1,048)(188)(18)(1,096)(8,013)
Balance at December 31, 2024$535,328$212,367$268,294$96,784$113,783$1,226,556
Foreign currency translation adjustment7,9152,8076261034,77016,221
Balance at December 31, 2025$543,243$215,174$268,920$96,887$118,553$1,242,777

(1)There wereno accumulated impairment losses for the Corporate Finance, FLC, Economic Consulting or Technology segments as of December 31, 2025, 2024 and 2023.

(2)Amounts for our Strategic Communications segment include gross carrying values of $312.7 million, $307.9 million and $309.0 million as of December 31, 2025, 2024 and 2023, respectively, and accumulated impairment losses of $194.1 million as of December 31, 2025, 2024 and 2023.

Intangible Assets

Intangible assets were as follows:

December 31, 2025 · December 31, 2024
Weighted AverageUseful Lifein YearsGrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount
Amortizing intangible assets (1)9.926,02518,1037,92238,82127,67611,145
Non-amortizing intangible assets (2)Indefinite5,625—5,6255,625—5,625
Total$31,650$18,103$13,547$44,446$27,676$16,770

(1)Amortizing intangible assets primarily include customer relationships as of December 31, 2025 and 2024.

(2)Non-amortizing intangible assets include trademarks as of December 31, 2025 and 2024.

Intangible assets with finite lives are amortized over their estimated useful lives. We recorded amortization expense of $3.5 million, $4.2 million and $6.2 million during the years ended December 31, 2025, 2024 and 2023, respectively. No impairment charges for intangible assets were recorded during the years ended December 31, 2025, 2024 and 2023.

We estimate our future amortization expense for our intangible assets with finite lives to be as follows:

As of December 31, 2025 (1)
Year
2026$2,225
20272,152
20281,747
20291,194
2030604
Thereafter—
$7,922

(1)Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, impairments, changes in useful lives, or other relevant factors or changes.

  1. Notes Receivable from Employees

The table below summarizes the changes in the carrying amount of our notes receivable from employees:

December 31,
20252024
Notes receivable from employees — beginning$154,013$106,428
Notes granted296,741103,979
Repayments(40,110)(4,226)
Amortization(73,602)(51,621)
Cumulative translation adjustment and other1,486(547)
Notes receivable from employees — ending338,528154,013
Less: current portion(87,861)(44,894)
Notes receivable from employees, net of current portion$250,667$109,119

As of December 31, 2025 and 2024, there were 588 and 499 notes outstanding, respectively. Total amortization expense for the years ended December 31, 2025, 2024 and 2023 was $73.6 million, $51.6 million and $27.8 million, respectively.

  1. Debt

Long-term debt outstanding under our senior unsecured bank revolving credit facility (“Credit Facility”) was $365.0 million and there was no current portion as of December 31, 2025. The Company classified the borrowings under the Credit Facility as long-term debt in the accompanying Consolidated Balance Sheets, as we have the intent and unilateral ability to refinance any borrowings on a continuous basis through the maturity of the Credit Facility on November 21, 2027. There wasno debt outstanding as of December 31, 2024.

Our second amended and restated credit agreement governing our Credit Facility has a revolving line of credit limit of $900.0 million and a maximum incremental facility of $300.0 million, subject to certain conditions. The Credit Facility was originally guaranteed by substantially all of our wholly owned domestic subsidiaries and was originally secured by a first priority security interest in substantially all of the assets of FTI Consulting and such domestic subsidiaries. In October 2024, the Company’s credit rating was upgraded to investment grade by S&P Global. The upgraded rating triggered a Ratings Collateral Release Date under, and as defined in, the Credit Facility. Upon the occurrence of the Ratings Collateral Release Date, the security interests and liens previously granted to the lenders were automatically terminated and released, and the Credit Facility is now unsecured, with only unsecured guarantees being provided by substantially all of our wholly owned domestic subsidiaries.

Borrowings under the Credit Facility bear interest at a rate equal to, in the case of: (i) USD, at our option, Adjusted Term Secured Overnight Financing Rate (“SOFR”) or Adjusted Daily Simple SOFR, (ii) euros, Euro Interbank Offered Rate, (iii) British pounds, Sterling Overnight Index Average Reference Rate, (iv) Australian dollars, Bank Bill Swap Reference Bid Rate, (v) Canadian dollars, Canadian Dollar Offered Rate, (vi) Swiss francs, Swiss Average Rate Overnight, and (vii) Japanese yen, Tokyo Interbank Offered Rate, in each case, plus an applicable margin that will fluctuate between 1.25% per annum and 2.00% per annum based upon the Company’s Consolidated Total Net Leverage Ratio (as defined in the Credit Facility) at such time or, in the case of USD borrowings, an alternative base rate plus an applicable margin that will fluctuate between 0.25% per annum and 1.00% per annum based upon the Company’s Consolidated Total Net Leverage Ratio at such time. The alternative base rate is a fluctuating rate per annum equal to the highest of (1) the Federal Funds rate plus the sum of 50 basis points, (2) the rate of interest in effect for such day as the prime rate announced by Bank of America, and (3) the one-month Term SOFR plus the Term SOFR Adjustment plus 100 basis points.

Under the Credit Facility, we are required to pay a commitment fee rate that fluctuates between 0.20% and 0.35% per annum and a letter of credit fee rate that fluctuates between 1.25% and 2.00% per annum, in each case, based upon the Company’s Consolidated Total Net Leverage Ratio.

  1. Leases

We lease office space and equipment under non-cancelable operating leases. See Note 1, “Description of Business and Summary of Significant Accounting Policies” for additional information on our accounting policies for leases. The table below summarizes the carrying amount of our operating lease assets and liabilities:

December 31,
LeasesClassification20252024
Assets
Operating lease assetsOperating lease assets$201,492$198,318
Total lease assets$201,492$198,318
Liabilities
Current
Operating lease liabilitiesAccounts payable, accrued expenses and other$37,211$34,110
Noncurrent
Operating lease liabilitiesNoncurrent operating lease liabilities224,510208,036
Total lease liabilities$261,721$242,146

The table below summarizes total lease costs:

Year Ended December 31,
Lease Cost20252024
Operating lease costs$51,781$50,519
Variable lease costs and other17,92717,488
Total lease cost, net$69,708$68,007

The maturity analysis below summarizes the remaining future undiscounted cash flows for our operating leases and includes a reconciliation to operating lease liabilities reported on the Consolidated Balance Sheets:

As of December 31, 2025
2026$54,594
202755,681
202845,078
202934,468
203029,145
Thereafter107,628
Total future lease payments326,594
Less: imputed interest(64,873)
Total$261,721

The table below includes cash paid for our operating lease liabilities, other non-cash information, our weighted average remaining lease term and weighted average discount rate:

Year Ended December 31,
20252024
Cash paid for amounts included in the measurement of operating lease liabilities$58,076$56,495
Operating lease assets obtained in exchange for lease liabilities$31,660$28,693
Weighted average remaining lease term (years)
Operating leases7.37.6
Weighted average discount rate
Operating leases5.9%6.0%

On November 21, 2025, we entered into a material lease agreement to accept possession ofthree leases (the “Leases”) for our new office space in London, England. We expect to accept possession of the premises on or about September 25, 2027, subject to the satisfaction of certain conditions. The Leases will have a fixed term of 15 years, subject to a break option allowing the tenant, which is a wholly-owned subsidiary of the Company, to terminate the Leases at the end of the 10 th year. At the end of the initial 15-year term, the tenant has a one-time contractual right to renew each of the Leases for a term of either five years orten years. Fixed rental payments under the Leases are scheduled to commence in February 2028, payable in quarterly installments, and will aggregate to approximately $115.0 million. The Leases are not included within “Operating lease assets” and “Operating lease liabilities” on the Consolidated Balance Sheets as of December 31, 2025, as the Company does not yet have the right to use the premises.

  1. Commitments and Contingencies

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 year ended December 31, 2025, the Company recognized gain contingencies at the conclusion of certain legal actions. These amounts are included as a gain in SG&A expenses on our Consolidated Statements of Comprehensive Income.

As of December 31, 2025 and 2024, we were contingently liable under bank guarantees issued in favor of third parties that totaled $17.5 million and $10.9 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 $32.5 million and $42.7 million as of December 31, 2025 and 2024, respectively. We had $15.0 million and $31.8 million available under the guarantee facilities as of December 31, 2025 and 2024, respectively. These bank guarantees are issued separately from our Credit Facility and, as a result, do not affect available borrowing capacity under our Credit Facility.

We entered into a material lease agreement for our new office space in London, England during the year ended December 31, 2025. See Note 14, “Leases” for additional information about the terms of the Leases.

  1. Income Taxes

The table below summarizes significant components of deferred tax assets and liabilities:

December 31,
20252024
Deferred tax assets
Allowance for expected credit losses$15,196$13,446
Accrued vacation and bonus47,79351,045
Share-based compensation16,30515,081
Notes receivable from employees25,30916,046
Foreign net operating and capital loss carryforward31,76220,411
Foreign tax credit carryforward33,86325,963
Deferred compensation3,7283,636
Operating lease assets64,51558,982
Other, net7,2436,773
Total deferred tax assets245,714211,383
Deferred tax liabilities
Revenue recognition(3,461)(2,833)
Operating lease liabilities(49,134)(47,923)
Property and equipment, net(13,478)(9,831)
Goodwill and intangible assets(218,610)(212,595)
Total deferred tax liabilities(284,683)(273,182)
Foreign withholding tax(1,363)(1,538)
Valuation allowance(24,481)(9,612)
Net deferred tax liabilities$(64,813)$(72,949)

As of December 31, 2025, the Company had foreign tax credit carryforwards of $33.9 million, all of which will expire between 2031 and 2035. As of December 31, 2025, the Company had foreign net operating loss and capital loss carryforwards of $154.2 million, of which $22.9 million expires over the next 15 years and $131.3 million can be carried forward indefinitely.

The valuation allowance for foreign deferred tax assets was $24.5 million and $9.6 million as of December 31, 2025 and 2024, respectively. The historical profitability of each foreign entity is a factor in determining whether to establish or release a valuation allowance. Pre-tax operating losses on a three-year cumulative basis or lack of sustainable profitability are considered objectively verifiable evidence and will generally outweigh a projection of future taxable income. Certain foreign subsidiaries have experienced cumulative operating losses over a three-year period and, as a result, have recorded a valuation allowance against all or a portion of their deferred tax assets. Based on all available evidence, we have determined that it is more likely than not (defined as a likelihood of greater than 50%) that the deferred tax assets held by these entities will not be realized and, consequently, have recorded valuation allowances on these deferred tax assets.

Changes in the valuation allowance for deferred tax assets for the years ended December 31, 2025, 2024 and 2023 was as follows:

Year Ended December 31,
202520242023
Beginning Balance$(9,612)$(6,773)$(6,457)
(Charged) credited to provision for income taxes(14,362)(3,301)(540)
(Charged) credited to other comprehensive income and other(507)462224
Ending Balance$(24,481)$(9,612)$(6,773)

The table below summarizes the components of income before income tax provision from continuing operations:

Year Ended December 31,
202520242023
Domestic$308,824$238,241$247,381
Foreign62,187112,530110,982
Total$371,011$350,771$358,363

The table below summarizes the components of income tax provision from continuing operations:

Year Ended December 31,
202520242023
Current
Federal$24,600$30,689$28,463
State22,93318,24218,878
Foreign28,86238,35738,029
76,39587,28885,370
Deferred
Federal19,714(8,238)6,363
State(3,235)(3,666)(3,514)
Foreign7,266(4,701)(4,748)
23,745(16,605)(1,899)
Income tax provision
Federal44,31422,45134,826
State19,69814,57615,364
Foreign36,12833,65633,281
$100,140$70,683$83,471

The table below summarizes the components of cash paid for income taxes and tax credits, net of refunds for the year ended December 31, 2025, pursuant to the disclosure requirements of ASU 2023-09:

Year Ended December 31, 2025
Federal$67,960
State and Local21,477
Foreign
Canada8,680
Germany
Germany - Federal11,024
Germany - Other11,679
United Kingdom9,701
Other13,836
Total$144,357

Our income tax provision from continuing operations resulted in effective tax rates that varied from the federal statutory income tax rate for the year ended December 31, 2025 as summarized below, pursuant to the disclosure requirements of ASU 2023-09:

Year Ended December 31, 2025
AmountPercent
Income tax expense at federal statutory rate$77,91221.0%
Domestic federal
Tax credits(3,428)(0.9)%
Nontaxable and nondeductible items5,8991.6%
Cross-border tax laws
Foreign tax credits(9,071)(2.4)%
Other(5,594)(1.5)%
Changes in valuation allowances136—%
Excess net tax benefits on share-based payments(4,754)(1.3)%
Other3860.1%
Domestic state and local tax effects, net of federal15,5114.1%
Foreign tax effects
Germany
Trade taxes4,7431.3%
Other(1,142)(0.3)%
France
Changes in valuation allowance7,3042.0%
Other(308)(0.1)%
Other foreign jurisdictions12,5233.4%
Worldwide changes in unrecognized tax benefits23—%
Total$100,14027.0%

In 2025, state and local tax in California, New York State, New York City and New Jersey make up the majority of the domestic state and local income taxes, net of federal category.

Our income tax provision from continuing operations resulted in effective tax rates that varied from the federal statutory income tax rate for the years ended December 31, 2024 and 2023 as summarized below:

Year Ended December 31,
20242023
Income tax expense at federal statutory rate$73,662$75,256
State income taxes, net of federal benefit13,50812,562
Detriment from foreign tax rates6,6169,418
Other expenses not deductible for tax purposes6,9275,793
Adjustment to reserve for uncertain tax positions348(797)
Share-based compensation(17,079)(5,422)
U.S. foreign tax credits(12,315)(9,464)
Other adjustments, net(984)(3,875)
Income tax provision$70,683$83,471

The income tax provision for the years ended December 31, 2025 and 2024 was $100.1 million and $70.7 million, respectively. The increase in the income tax provision was primarily due to a less favorable tax benefit related to share-based compensation, resulting from fewer non-qualified stock option exercises and an increase in valuation allowances against certain foreign deferred tax assets as compared to the prior year.

We file numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and in many city, state and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years prior to 2022. We are also no longer subject to state and local or foreign tax examinations by tax authorities for years prior to 2019.

Our liability for uncertain tax positions was $0.5 million and $0.7 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, our accrual for the payment of tax-related interest and penalties was not significant.

Recent Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA is expected to have immaterial impacts on the current and future year cash flows and effective tax rate.

  1. Stockholders’ Equity

Stock Repurchase Program

On June 2, 2016, our Board of Directors authorized a stock repurchase program (the “Repurchase Program”), which was most recently increased by $500.0 million to an aggregate authorization of $2.2 billion on October 21, 2025. 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 December 31, 2025, we had $491.8 million available under the Repurchase Program to repurchase additional shares of our common stock.

The following table details our stock repurchases under the Repurchase Program:

Year Ended December 31,
202520242023
Shares of common stock repurchased and retired5,26552112
Average price paid per share (1)$163.07$197.53$158.70
Total cost (1)$858,575$10,216$17,797

(1)Excludes excise tax of $8.0 million and commissions incurred during the year ended December 31, 2025.

As we repurchase our common shares, we reduce stated capital on our Consolidated Balance Sheets for the $0.01 of par value of the shares repurchased, with the excess purchase price over par value recorded as a reduction to additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings.

Common Stock Outstanding

Common stock outstanding was approximately 30.9 million shares and 35.9 million shares as of December 31, 2025 and 2024, 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 year ended December 31, 2025.

  1. Employee Benefit Plans

We maintain a qualified defined contribution 401(k) plan, which covers substantially all of our U.S. employees. Under the plan, participants are entitled to make pre-tax, Roth post-tax and/or traditional post-tax contributions not to exceed annual maximums established by the Internal Revenue Service (“IRS”). We match a certain percentage of a participant’s combined pre-tax and Roth post-tax contributions pursuant to the terms of the plan, which is limited to a percentage of the participant’s eligible compensation as established by the IRS. We made contributions related to the plan of $39.4 million, $39.5 million and $36.6 million during the years ended December 31, 2025, 2024 and 2023, respectively.

We also maintain several defined contribution pension plans for our employees in the United Kingdom (“UK”) and other foreign countries. We contributed to these plans $20.9 million, $17.7 million and $15.3 million during the years ended December 31, 2025, 2024 and 2023, respectively.

  1. Segment Reporting

We manage our business infive reportable segments: Corporate Finance, FLC, Economic Consulting, Technology and Strategic Communications.

Our Corporate Finance segment focuses on the strategic, operational, financial, transactional and capital needs of our clients around the world. Our clients include companies, boards of directors, investors, private equity sponsors, lenders, and other financing sources and creditor groups, governments and other interested parties. We deliver a wide range of services centered around three core offerings: Transactions, Transformation and Turnaround & Restructuring.

Our FLC segment provides law firms, companies, boards of directors, government entities, private equity firms and other interested parties with a multidisciplinary and independent range of services across risk & investigations and disputes, supported by our data & analytics technology-enabled solutions, with a focus on highly regulated industries. Our services are centered around five core offerings: Construction, Projects & Assets and Environmental Solutions, Data & Analytics, Dispute Advisory Services, Healthcare Risk Management & Advisory and Risk & Investigations, which includes our cybersecurity and financial services-related offerings.

Our Economic Consulting segment, including subsidiary Compass Lexecon LLC, provides law firms, companies, government entities and other interested parties with analyses of complex economic issues for use in international arbitration, legal and regulatory proceedings and strategic decision making and public policy debates around the world. We deliver a wide range of services centered around three core offerings: Antitrust & Competition Economics, Financial Economics and International Arbitration.

Our Technology segment provides companies, law firms, private equity firms and government entities with a comprehensive global portfolio of digital insights and risk management, artificial intelligence (“AI”) and data services. Our professionals help organizations better address risk as the growing volume and variety of enterprise and emerging data intersects with legal, regulatory and compliance needs. We deliver a wide range of expert and AI-powered solutions driven by five core client needs: Blockchain & Digital Assets, Information Governance, Privacy & Security, Investigations, Litigation, and M&A, Antitrust and Competition.

Our Strategic Communications segment develops and executes communications strategies to help management teams, boards of directors, law firms, governments and regulators manage change and mitigate risk surrounding transformational and disruptive events, including crises, transactions, investigations, disputes, regulation and legislation. We deliver a wide range of services centered around three core offerings: Corporate Reputation, Financial Communications and Public Affairs.

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 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.

The tables below summarize revenues, significant expenses and gross profit by reportable segment:

Year Ended December 31, 2025CorporateFinanceFLCEconomicConsultingTechnologyStrategic CommunicationsTotal
Revenues$1,550,969$764,687$720,829$373,883$378,489$3,788,857
Direct costs
Compensation expenses (1)919,921465,896527,598148,234191,2522,252,901
Other segment items (2)93,94524,71850,875101,71247,231318,481
1,013,866490,614578,473249,946238,4832,571,382
Segment gross profit (3)$537,103$274,073$142,356$123,937$140,006$1,217,475
Year Ended December 31, 2024CorporateFinanceFLCEconomicConsultingTechnologyStrategic CommunicationsTotal
Revenues$1,391,206$690,211$863,557$417,637$336,041$3,698,652
Direct costs
Compensation expenses (1)850,959432,157568,286152,107182,2272,185,736
Other segment items (2)86,49732,86960,138120,41231,074330,990
937,456465,026628,424272,519213,3012,516,726
Segment gross profit (3)$453,750$225,185$235,133$145,118$122,740$1,181,926
Year Ended December 31, 2023CorporateFinanceFLCEconomicConsultingTechnologyStrategic CommunicationsTotal
Revenues$1,346,678$654,105$771,374$387,855$329,230$3,489,242
Direct costs
Compensation expenses (1)826,228400,457509,100134,576179,4852,049,846
Other segment items (2)88,47936,86143,597104,76730,666304,370
914,707437,318552,697239,343210,1512,354,216
Segment gross profit (3)$431,971$216,787$218,677$148,512$119,079$1,135,026

(1)The significant expense category and amounts align with the segment-level information that is regularly provided to the CODM.

(2)Other segment items include expenses for contractor fees, depreciation and other costs. In our Technology segment, other segment items also include expenses related to software, licensing and data storage.

(3)Includes internal cost recovery for work performed on corporate projects of $17.2 million, $15.3 million and $2.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. Costs associated with billable work performed on corporate projects are included in unallocated corporate expenses as SG&A expenses in the Consolidated Statements of Comprehensive Income.

The table below reconciles income before tax provision to total segment gross profit:

Year Ended December 31,
202520242023
Income before tax provision$371,011$350,771$358,363
Add back:
Interest expense21,3966,95114,331
Interest income and other(3,330)(10,360)4,867
Amortization of intangibles3,4794,1836,159
Special charges25,2958,230—
SG&A expenses799,624822,151751,306
Total segment gross profit$1,217,475$1,181,926$1,135,026

The table below details total revenues by country. Revenues have been attributed to locations based on the location of the legal entity generating the revenues.

Year Ended December 31,
202520242023
U.S.$2,385,397$2,368,527$2,209,276
UK515,102485,291471,134
All other foreign countries (1)888,358844,834808,832
Total revenues$3,788,857$3,698,652$3,489,242

(1)There are no countries included in these amounts that individually represented more than 10 percent of total revenues for the years ended December 31, 2025, 2024 and 2023.

We do not have a single customer that represents 10% or more of our consolidated revenues.

The table below details information on our long-lived assets, which include property and equipment, net and non-current operating lease assets, by country. Long-lived assets have been attributed to locations based on the location of the legal entity holding the assets.

December 31,
20252024
U.S.$224,512$209,946
All other foreign countries (1)146,313138,667
Total long-lived assets$370,825$348,613

(1)There are no countries included in these amounts that individually represented more than 10 percent of long-lived assets as of December 31, 2025 and 2024.

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