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

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: HSII
Reported as of: 10 Dec 2025
Net transaction value: -$2,090,547
SEC form: 4
Accepted by SEC: 10 Dec 2025, 14:08:16 UTC
Prior SEC filing: 09 May 2025
Next SEC filing: 13 May 2026
Source filing: View source filing
Reporting owner signature: /s/ Antony Gabriel, Attorney-In-Fact

Key filing fact

Thomas L. Monahan filed Form 4 for HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII) on 10 Dec 2025.

Key facts

This page summarizes Thomas L. Monahan's Form 4 filing for HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII).
4 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 10 Dec 2025, 14:08.

Change

Previous filing in this sequence was filed on 09 May 2025.
Current net transaction value: -$2,090,547.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001208408 Primary reporting owner

MONAHAN THOMAS L

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

HSII transaction

Common Stock

Disposed to Issuer

Transaction value: $2,090,547
Shares: -35,433
Change %: -23%
Price: $59.00
Shares after: 119,678
Date: 10 Dec 2025
Ownership: Direct
Footnotes: F1

HSII transaction

Common Stock (Restricted Stock Unit)

Disposed to Issuer

Transaction value
Shares: -46,815
Change %: -39%
Price
Shares after: 72,863
Date: 10 Dec 2025
Ownership: Direct
Footnotes: F2

HSII transaction

Common Stock (Performance Share Unit)

Disposed to Issuer

Transaction value
Shares: -72,863
Change %: -100%
Price
Shares after: 0
Date: 10 Dec 2025
Ownership: Direct
Footnotes: F3

HSII transaction

Common Stock (Performance Share Unit)

Disposed to Issuer

Transaction value
Shares: -113,752
Change %: -100%
Price
Shares after: 0
Date: 10 Dec 2025
Ownership: Direct
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Thomas L. Monahan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.