{"url_path":"/sec/fcn/8-k/2026-07-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/887936/0001193125-26-291542-index.html","accession_number":"0001193125-26-291542","cik":"0000887936","ticker":"FCN","issuer_name":"FTI CONSULTING, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/887936/0001193125-26-291542-index.html","primary_entity_key":"0000887936","primary_entity_name":"FTI CONSULTING, INC"},"word_count":582,"has_tables":true,"body_markdown":"## Item 1.01 Entry into a Material Definitive Agreement.\n\nOn June 30, 2026, FTI Consulting, Inc. (“FTI Consulting” or the “Company”), as borrower, certain subsidiaries of the Company, as guarantors, and a syndicate of lenders led by Bank of America, N.A., as administrative agent (the “Administrative Agent”), entered into a Third Amendment and Restatement Agreement (the “Restatement Agreement”), which amends and restates the Second Amended and Restated Credit Agreement, dated November 21, 2022, as amended from time to time prior to the date of the Restatement Agreement, in the form attached to the Restatement Agreement as Annex B (the “Third A&R Credit Agreement”).\n\nThe Third A&R Credit Agreement increases the committed unsecured revolving borrowing facility (the “Revolving Facility”) to a maximum aggregate borrowing amount of up to $1.5 billion and extends the maturity date of the Revolving Facility to June 30, 2031. Borrowings under the Revolving Facility bear interest, at the Company’s option, at a rate based on a term or daily Secured Overnight Financing Rate plus an applicable margin, or a base rate plus an applicable margin. The applicable margins are variable and are based on the Company's credit ratings. The Third A&R Credit Agreement also permits the Company, subject to certain customary conditions, to incur incremental facilities in an aggregate amount of up to (a) the greater of (i) $500.0 million and (ii) 100% of consolidated EBITDA, plus (b) an unlimited amount so long as, among other conditions, after giving effect to the new incremental facility, the Consolidated Total Net Leverage Ratio (as defined in the Third A&R Credit Agreement) is not greater than 4.00 to 1.00. The Company’s existing $300.0 million term loan facility, which matures on March 17, 2029, remains outstanding under the Third A&R Credit Agreement.\n\nThe obligations of FTI Consulting under the Third A&R Credit Agreement are guaranteed, on an unsecured basis, by certain of FTI Consulting’s material wholly-owned domestic subsidiaries.\n\nThe Third A&R Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants. Negative covenants include, among others, limitations on the incurrence of indebtedness and limitations on incurrence of liens by the Company and certain subsidiaries. In addition, the Company is required to maintain compliance with a maximum Consolidated Total Net Leverage Ratio (as defined in the Third A&R Credit Agreement).\n\nThe Third A&R Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, change of control, and judgment defaults. Upon the occurrence and during the continuation of an event of default, the Company’s obligations under the Third A&R Credit Agreement may be accelerated, and the lenders may declare the outstanding loans and all other obligations under the Third A&R Credit Agreement immediately due and payable and the lending commitments thereunder terminated.\n\n \n\nSome of the lenders and their affiliates have various relationships with the Company and its affiliates in the ordinary course of business involving the provision of financial services, including cash management, commercial banking, investment banking or other services.\n\nThe foregoing summary of the Restatement Agreement and the Third A&R Credit Agreement is not complete and is qualified in its entirety by reference to the complete text of the Restatement Agreement, a copy of which is filed as Exhibit 10.1 hereto, and the Third A&R Credit Agreement, which is attached to the Restatement Agreement as Annex B, each of which are incorporated by reference in this Current Report on Form 8-K."}