Why did FTI repurchase more shares in Q2 than the board authorized in this filing?

FTI's board authorized $370 million on June 3, 2026, but the company deployed $390.9 million in repurchases during Q2, which ended June 30. This means there was an existing authorization under which the company was already repurchasing shares, and the June 3 action added $370 million to that pool. The filing states the board authorized an 'additional amount' of $370 million, confirming there was prior authorization capacity.

How is FTI funding these repurchases?

The filing shows FTI raised $300 million via a new term loan and increased its revolving credit facility borrowings by $355 million in the first half of 2026 to fund share repurchases and operations. This is evident from total debt, net of cash, jumping from $556.7 million at March 31 to $856.3 million at June 30. The repurchases are being funded partly through borrowed capital rather than solely from operating cash flow.

What is the Rule 10b-18 mechanism referenced in the filing?

Rule 10b-18 is an SEC safe harbor that allows companies to repurchase their own shares in open-market purchases without violating securities laws, provided they comply with volume, timing, price, and broker limitations. FTI's repurchases in Q2 were executed under this mechanism, allowing ordinary market purchases rather than tender offers or privately negotiated transactions.

How much authorization remains after Q2 repurchases?

As of June 30, 2026, approximately $344.0 million remained available under the company's stock repurchase program. This represents the remaining capacity from both prior authorizations and the June 3, 2026 $370 million authorization, after deducting the $390.9 million deployed in Q2.

What was the average repurchase price and how does it compare to current operations?

FTI repurchased shares at an average price of $150.84 per share in Q2 2026. The filing reports Q2 GAAP EPS of $1.99 and Adjusted EPS of $2.16, suggesting the company was repurchasing at roughly 70x trailing quarterly earnings (or 35x annualized), a metric that varies by market conditions and investor expectations at the time.

Is there a time limit or expiration date on this authorization?

The filing does not disclose an expiration date or other termination condition for the repurchase authorization. Typically, corporate repurchase authorizations remain in effect until fully utilized, amended, or terminated by board action, but the specific terms are not stated in this earnings announcement.

FCN 8-K Filed 2026-07-31 New authorization

FTI Consulting authorizes $370M share repurchase program

Board adds to existing program as company reports record Q2 revenues and repurchases 2.6M shares in quarter.

Authorization$370M

Remaining$344M

MechanismRule 10b-18 open-market purcha

What the filing says

On June 3, 2026, FTI Consulting's Board of Directors authorized an additional $370.0 million for its common stock repurchase program. The authorization comes as the Washington, D.C.-based consulting firm reported record second-quarter 2026 revenues of $993.5 million, up 5.3% year-over-year.

During the second quarter ended June 30, 2026, FTI executed repurchases of 2,591,133 shares at an average price of $150.84 per share, totaling $390.9 million in deployment. The company funded the repurchases partly through a $300 million term loan issuance and increased borrowings under its revolving line of credit, raising total debt net of cash to $856.3 million at quarter-end, compared to $556.7 million at March 31, 2026.

As of June 30, 2026, approximately $344.0 million remained available under the company's stock repurchase authorization. The company intends to execute repurchases under its Rule 10b-18 open-market repurchase program, though no specific execution timeline or mechanism is disclosed in this filing.

On June 3, 2026, FTI Consulting's Board of Directors authorized the additional amount of $370.0 million to repurchase its outstanding shares of common stock under its stock repurchase program. During the quarter ended June 30, 2026, the Company repurchased 2,591,133 shares of its common stock at an average price per share of $150.84 for a total cost of $390.9 million. — FTI CONSULTING, INC 8-K filing · View on SEC EDGAR →

What this means

The $370 million authorization represents a meaningful capital allocation reflecting FTI's confidence in shareholder returns during a period of record quarterly revenues and strong operational cash generation. The company deployed $390.9 million on repurchases in Q2 alone—exceeding the newly authorized amount—indicating aggressive execution and reliance on debt markets to fund the program. With total debt, net of cash, rising to $856.3 million (more than double the year-end 2025 position of $317.2 million), the buyback strategy is materially impacting the company's balance sheet. The 2.6 million shares repurchased reduced share count from approximately 30.9 million at year-end 2025 to 27.7 million at quarter-end, a 10% reduction year-to-date.

Frequently asked questions

Why did FTI repurchase more shares in Q2 than the board authorized in this filing?: FTI's board authorized $370 million on June 3, 2026, but the company deployed $390.9 million in repurchases during Q2, which ended June 30. This means there was an existing authorization under which the company was already repurchasing shares, and the June 3 action added $370 million to that pool. The filing states the board authorized an 'additional amount' of $370 million, confirming there was prior authorization capacity.
How is FTI funding these repurchases?: The filing shows FTI raised $300 million via a new term loan and increased its revolving credit facility borrowings by $355 million in the first half of 2026 to fund share repurchases and operations. This is evident from total debt, net of cash, jumping from $556.7 million at March 31 to $856.3 million at June 30. The repurchases are being funded partly through borrowed capital rather than solely from operating cash flow.
What is the Rule 10b-18 mechanism referenced in the filing?: Rule 10b-18 is an SEC safe harbor that allows companies to repurchase their own shares in open-market purchases without violating securities laws, provided they comply with volume, timing, price, and broker limitations. FTI's repurchases in Q2 were executed under this mechanism, allowing ordinary market purchases rather than tender offers or privately negotiated transactions.
How much authorization remains after Q2 repurchases?: As of June 30, 2026, approximately $344.0 million remained available under the company's stock repurchase program. This represents the remaining capacity from both prior authorizations and the June 3, 2026 $370 million authorization, after deducting the $390.9 million deployed in Q2.
What was the average repurchase price and how does it compare to current operations?: FTI repurchased shares at an average price of $150.84 per share in Q2 2026. The filing reports Q2 GAAP EPS of $1.99 and Adjusted EPS of $2.16, suggesting the company was repurchasing at roughly 70x trailing quarterly earnings (or 35x annualized), a metric that varies by market conditions and investor expectations at the time.
Is there a time limit or expiration date on this authorization?: The filing does not disclose an expiration date or other termination condition for the repurchase authorization. Typically, corporate repurchase authorizations remain in effect until fully utilized, amended, or terminated by board action, but the specific terms are not stated in this earnings announcement.

authorization rule-10b-18 mega-cap professional-services execution debt-funded

Source. This editorial summary is based on the SEC filing linked above. BuybackStocks aggregates and editorializes publicly available SEC EDGAR filings. Not investment advice. Past authorization announcements do not guarantee future repurchase activity or share price performance. See our full disclosures policy.