8-K
FTI CONSULTING, INC (FCN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2025
FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-14875 | 52-1261113 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 555 12th Street NW, Washington, D.C. 20004 | ||
| --- | ||
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (202) 312-9100
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each Exchange<br> <br>on which Registered |
|---|---|---|
| Common Stock, par value $0.01 per share | FCN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On August 12, 2025, FTI Consulting, Inc. (the “Company”) announced that Ajay Sabherwal has submitted his voluntary resignation as Chief Financial Officer of the Company, to be effective on September 12, 2025.
| ITEM 7.01. | Regulation FD Disclosure |
|---|
A copy of the Company’s press release dated August 12, 2025, announcing Mr. Sabherwal’s departure, is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference herein.
| ITEM 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits
| 99.1 | Press Release dated August 12, 2025 of FTI Consulting, Inc. |
|---|---|
| 104 | The Cover Page from FTI Consulting’s Current Report on Form 8-K dated August 12, 2025, formatted in Inline XBRL. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FTI CONSULTING, INC. | ||
|---|---|---|
| Dated: August 12, 2025 | By: | /s/ CURTIS P. LU |
| Name: | Curtis P. Lu | |
| Title: | General Counsel |
2
EX-99
Exhibit 99.1
FTI Consulting Announces CFO Transition
WASHINGTON, Aug. 12, 2025 (GLOBE NEWSWIRE) — FTI Consulting, Inc. (NYSE: FCN) today announced that its Chief Financial Officer, Ajay Sabherwal, will leave the Company on September 12, 2025, to accept a position outside of the consulting industry. FTI Consulting intends to appoint Paul Linton, FTI Consulting’s Chief Strategy and Transformation Officer, as interim Chief Financial Officer while the Company conducts a search for a permanent replacement.
Steven H. Gunby, CEO and Chairman of FTI Consulting, said, “On behalf of our Board of Directors and our leadership team, I would like to thank Ajay for his leadership and many contributions to FTI Consulting over the last nine years. Ajay is a terrific professional, and we wish him the best in his future endeavors.”
Mr. Sabherwal added, “I would like to thank Steve and the entire team at FTI Consulting for their support over the last nine years. I am proud of our success, and it has been an honor to work with such a talented group of dedicated professionals.”
About FTI Consulting
FTI Consulting, Inc. is a leading global expert firm for organizations facing crisis and transformation, with more than 7,900 employees located in 32 countries and territories as of June 30, 2025. In certain jurisdictions, FTI Consulting’s services are provided through distinct legal entities that are separately capitalized and independently managed. The Company generated $3.70 billion in revenues during fiscal year 2024. More information can be found at www.fticonsulting.com.
Safe Harbor Statement
This press release includes“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve uncertainties and risks. Forward-lookingstatements include statements concerning our plans, objectives, goals, strategies, future events, future revenues, future results and performance, expectations, plans or intentions relating to acquisitions and other matters, business trends andother information that is not historical. When used in this press release, words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,”“forecasts” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our expectations at the time we make them and various assumptions. Ourexpectations, intentions, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, intentions, beliefs and estimates will beachieved. Other Company risks are described under the heading “Item 1A Risk Factors” in the Company’s most recent Form 10-K filed with the SEC and in the Company’s other filings with theSEC. We are under no duty to update any of the forward-looking statements to conform such statements to actual events and do not intend to do so.
Investor & Media Contact:
Mollie Hawkes
+1.617.747.1791
mollie.hawkes@fticonsulting.com