Form 4: Heidrick & Struggles CEO Converts Shares in Merger

Heidrick & Struggles CEO Thomas L. Monahan converted his common stock, restricted stock units, and performance share units into cash following the company's merger with Heron BidCo, LLC.

Summary

• Heidrick & Struggles International Inc. (HSII) completed its merger with Heron Merger Sub, Inc., a a direct wholly owned subsidiary of Heron BidCo, LLC, on December 10, 2025.
• As a result of the merger, each outstanding share of HSII common stock was automatically canceled and converted into the right to receive $59.00 in cash, without interest.
• Reporting Person Thomas L. Monahan, Chief Executive Officer and Director, disposed of 35,433 shares of common stock at a price of $59.00 per share.
• Monahan also disposed of 46,815 Restricted Stock Units (RSUs), which were converted into the right to receive the $59.00 merger consideration in cash, plus any accrued but unpaid dividends.
• Additionally, 72,863 Performance Share Units (PSUs) subject to stock price vesting conditions were canceled and converted into the right to receive the $59.00 merger consideration in cash, plus any accrued but unpaid dividends, for each share underlying such award at 100% of target.
• Another 113,752 Performance Share Units (PSUs) subject to business performance metrics were canceled and converted into the right to receive the $59.00 merger consideration in cash, plus any accrued but unpaid dividends, for each share underlying such award at 200% of target.
• Following these reported transactions, Monahan's beneficial ownership is reported as 119,678 shares of common stock and 0 derivative securities.

Sentiment

Score: 7

Explanation: The filing reports the completion of a merger where shareholders received a cash payout, which is generally positive for those holding shares. However, it also signifies the end of the company's independent public trading status.

Positives

• Shareholders, including the CEO, received a cash payout of $59.00 per share for their common stock and equity awards, representing a definitive return on investment.
• The completion of the merger provides certainty for investors who held shares prior to the transaction.

Negatives

• Heidrick & Struggles International Inc. is no longer an independent publicly traded company, removing it from public market investment opportunities.
• The conversion of equity awards to cash means the CEO no longer holds a direct equity stake in the former public entity, aligning his interests with the cash consideration rather than future stock performance.

Risks

• NA

Future Outlook

NA

Industry Context

NA

Management Changes

Stakeholder Impact

• Shareholders received a cash payment of $59.00 per share for their holdings, concluding their investment in the public entity.
• Employees holding equity awards, including management, had their awards converted to cash at the merger consideration price.

Key Dates

Keywords

Heidrick & Struggles, HSII, Merger, Form 4, Insider Transaction, CEO, Equity Conversion, Cash Out, Heron BidCo, Restricted Stock Units, Performance Share Units