THOMAS L. MONAHAN - 10 Dec 2025 Form 4 Insider Report for HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)

Role: Chief Executive Officer, Director
Signature: /s/ Antony Gabriel, Attorney-In-Fact
Issuer symbol: HSII
Transactions as of: 10 Dec 2025
Transactions value $: -$2,090,547
Form type: 4
Filing time: 10 Dec 2025, 14:08:16 UTC
Previous filing: 09 May 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
MONAHAN THOMAS L	Chief Executive Officer, Director	C/O HEIDRICK & STRUGGLES INT'L, INC., 233 S. WACKER DR. SUITE 4900, CHICAGO	/s/ Antony Gabriel, Attorney-In-Fact	10 Dec 2025	0001208408

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HSII	Common Stock	Disposed to Issuer	-$2.09M	-35.4K	-22.84%	$59.00	120K	10 Dec 2025	Direct	F1
transaction	HSII	Common Stock (Restricted Stock Unit)	Disposed to Issuer		-46.8K	-39.12%		72.9K	10 Dec 2025	Direct	F2
transaction	HSII	Common Stock (Performance Share Unit)	Disposed to Issuer		-72.9K	-100%		0	10 Dec 2025	Direct	F3
transaction	HSII	Common Stock (Performance Share Unit)	Disposed to Issuer		-114K	-100%		0	10 Dec 2025	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

THOMAS L. MONAHAN 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 share of Company common stock ("Share") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted into the right to receive $59.00 in cash, without interest (the "Merger Consideration").
F2	Immediately prior to the Effective Time, each outstanding restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive the Merger Consideration in cash, without interest, plus any accrued but unpaid dividends thereon.
F3	Immediately prior to the Effective Time, each outstanding performance share unit award subject to vesting conditions based upon the achievement of specified stock prices was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, for each Share underlying such award at 100% of target, the Merger Consideration in cash, without interest, plus any accrued but unpaid dividends thereon.
F4	Immediately prior to the Effective Time, each outstanding performance share unit award subject to vesting conditions based upon the achievement of business performance metrics, was canceled and converted, in accordance with the terms of the Merger Agreement, for each Share underlying such award at 200% of target, into the right to receive the Merger Consideration in cash, without interest, plus any accrued but unpaid dividends thereon.