Nirupam Sinha - 10 Dec 2025 Form 4 Insider Report for HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)

Role
Chief Financial Officer
Signature
/s/ Antony Gabriel, Attorney-In-Fact
Issuer symbol
HSII
Transactions as of
10 Dec 2025
Net transactions value
$0
Form type
4
Filing time
10 Dec 2025, 13:59:00 UTC
Previous filing
11 Mar 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Sinha Nirupam Chief Financial Officer C/O HEIDRICK & STRUGGLES INT'L, INC., 233 S. WACKER DR. SUITE 4900, CHICAGO /s/ Antony Gabriel, Attorney-In-Fact 10 Dec 2025 0002050985

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 -9,609 -42% 13,250 10 Dec 2025 Direct F1
transaction HSII Common Stock (Performance Share Unit) Disposed to Issuer -13,250 -100% 0 10 Dec 2025 Direct F2
transaction HSII Common Stock (Performance Share Unit) Disposed to Issuer -19,218 -100% 0 10 Dec 2025 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nirupam Sinha 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 (the "Effective Time") 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").
F2 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.
F3 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.