Form 4: Heidrick & Struggles Director Converts RSUs in Merger
Insider Transaction Report
Heidrick & Struggles International Inc. director Mary E.G. Bear converted 19,841 restricted stock units into cash at $59.00 per unit following the company's merger with Heron Merger Sub, Inc.
Summary
- Mary E.G. Bear, a Director of Heidrick & Struggles International Inc. (HSII), reported a disposition of securities.
- On December 10, 2025, 19,841 Restricted Stock Units (RSUs) were canceled and converted into cash.
- This conversion occurred as a result of the merger between Heidrick & Struggles International Inc. and Heron Merger Sub, Inc., a direct wholly owned subsidiary of Heron BidCo, LLC.
- Each outstanding restricted stock unit award was converted into the right to receive $59.00 in cash, without interest, as the 'Merger Consideration'.
Sentiment
Score: 5
Explanation: The filing is a factual report of an insider transaction resulting from a merger, providing no inherent positive or negative sentiment regarding company performance or future prospects.
Future Outlook
NA
Industry Context
This transaction reflects the finalization of a corporate merger, a common event in the professional services and executive search industry, where companies may consolidate to expand market share or achieve synergies. The cash conversion of equity awards is a standard procedure in such transactions.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Change in Corporate Control | Merger of Heidrick & Struggles International Inc. with Heron Merger Sub, Inc., a direct wholly owned subsidiary of Heron BidCo, LLC, pursuant to the Agreement and Plan of Merger. | 12/10/2025 | Resulted in the cancellation and cash conversion of outstanding restricted stock unit awards for insiders. |
Stakeholder Impact
- Shareholders holding restricted stock units received a cash payment of $59.00 per unit as a result of the merger.
Key Dates
| Date | Description |
|---|---|
| 10/05/2025 | Date of the Agreement and Plan of Merger between the Company, Heron BidCo, LLC, and Heron Merger Sub, Inc. |
| 12/10/2025 | Effective date of the merger where Merger Sub merged with and into the Company, and the transaction date for the RSU conversion. |
Keywords
Merger, Restricted Stock Unit, RSU, Insider Transaction, Form 4, Heidrick & Struggles, HSII, Corporate Action, Equity Compensation
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