Timothy L. Carter - Dec 10, 2025 Form 4 Insider Report for HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)

Role
Director
Signature
/s/ Antony Gabriel, Attorney-In-Fact
Stock symbol
HSII
Transactions as of
Dec 10, 2025
Transactions value $
$0
Form type
4
Date filed
12/10/2025, 02:00 PM
Previous filing
May 27, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Carter Timothy L Director C/O HEIDRICK & STRUGGLES INT'L, INC., 233 S. WACKER DR. SUITE 4900, CHICAGO /s/ Antony Gabriel, Attorney-In-Fact 2025-12-10 0001372024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HSII Common Stock (Restricted Stock Unit) Disposed to Issuer -6.15K -100% 0 Dec 10, 2025 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Timothy L. Carter is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of October 5, 2025 (the "Merger Agreement"), by and among the Company, Heron BidCo, LLC ("Parent"), and Heron Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), on December 10, 2025, Merger Sub merged with and into the Company (the "Merger"), and each outstanding restricted stock unit award issued and outstanding immediately prior to the effective time of the Merger was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive $59.00 in cash, without interest (the "Merger Consideration").