Form 4: Director Sells HSII Stock Post-Merger

Heidrick & Struggles Director John L. Berisford disposed of 12,279 restricted stock units for $59.00 each following the company's merger.

Summary

• John L. Berisford, a Director of Heidrick & Struggles International Inc. (HSII), reported a change in beneficial ownership.
• On December 10, 2025, 12,279 restricted stock units (RSUs) were disposed of.
• This transaction occurred as a result of a merger where Heron Merger Sub, Inc. merged with and into Heidrick & Struggles International Inc.
• Each outstanding RSU was canceled and converted into the right to receive $59.00 in cash, without interest.
• The transaction was made pursuant to an Agreement and Plan of Merger, dated October 5, 2025, by and among the Company, Heron BidCo, LLC, and Heron Merger Sub, Inc.

Sentiment

Score: 7

Explanation: The filing reports an expected transaction resulting from a merger, indicating a successful completion of a corporate event and a cash payout for the director's restricted stock units.

Positives

• The merger resulted in a cash payout of $59.00 per restricted stock unit for the reporting person.

Negatives

• The director's restricted stock units were canceled, indicating a change in ownership structure due to the merger.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Shareholders of Heidrick & Struggles International Inc. would have received $59.00 per share (or RSU equivalent) as part of the merger consideration.
• Employees: Employees holding restricted stock units would have had their units converted to cash as per the merger agreement.

Key Dates

Keywords

Heidrick & Struggles, HSII, Merger, Restricted Stock Units, Form 4, Insider Transaction, John L. Berisford, Heron BidCo, Heron Merger Sub