Heidrick & Struggles Intl Inc SEC Filings

Heidrick & Struggles International (HSII) calls a virtual special meeting to vote on its sale to affiliates of Advent and Corvex for $59.00 in cash per share, subject to stockholder approval. The meeting will be held online on December 5, 2025 at 10:00 a.m. ET. The board unanimously deems the merger agreement advisable and recommends voting FOR the merger, a non-binding advisory vote on executive compensation tied to the deal, and the right to adjourn if needed.

Approval requires a majority of outstanding shares as of the October 29, 2025 record date; there were 20,794,941 shares outstanding. Holders may seek appraisal under Delaware law if they meet all requirements. The transaction is not subject to a financing condition; total funds needed are about $1,350,000,000, backed by equity commitments and debt facilities. Antitrust filings were made under the HSR Act on October 17, 2025, with German clearance received on October 31, 2025. If Heidrick terminates to accept a Superior Proposal, a $38,900,000 termination fee would be payable.

Heidrick & Struggles International (HSII) reported Q3 2025 results. Net revenue was $322.8 million, up from $278.6 million a year ago, with total revenue of $327.9 million. Operating income was $19.2 million versus $19.1 million last year. Net income rose to $17.6 million from $14.8 million, and diluted EPS was $0.83 compared with $0.71.

For the first nine months of 2025, net revenue reached $923.7 million versus $822.4 million in 2024. Net income was $52.0 million versus $23.7 million, and diluted EPS was $2.43 versus $1.12. Cash and cash equivalents were $454.6 million as of September 30, 2025, with marketable securities of $73.4 million. Operating cash flow used was $28.9 million year-to-date. The company paid cash dividends of $0.15 per share in the quarter and had 20,790,543 shares outstanding as of October 31, 2025. HSII amended its revolving credit facility to $100 million and extended maturity to March 17, 2030; there were no outstanding borrowings.

Heidrick & Struggles International, Inc. reported its earnings for the quarter ended September 30, 2025 and furnished the related press release as Exhibit 99.1. The company submitted this information under Item 2.02 of Form 8-K, stating that the materials are furnished, not filed, under the Exchange Act. The filing also includes Inline XBRL for the cover page as Exhibit 104.

Heidrick & Struggles (HSII) called a virtual special meeting to vote on a definitive Merger Agreement with affiliates of Advent International and Corvex. If approved and completed, stockholders will receive $59.00 in cash per share, without interest and subject to withholding taxes. The board unanimously determined the deal is advisable and fair and recommends voting FOR the merger, the non-binding advisory compensation vote, and potential adjournment.

The merger requires approval by holders of a majority of outstanding common shares as of the record date; failure to vote (assuming a quorum) has the same effect as voting against. Stockholders have appraisal rights under DGCL Section 262. The merger is not subject to a financing condition. The buyers delivered an equity commitment totaling $1,350,000,000, and also obtained debt commitments for a $150,000,000 revolving facility and a $550,000,000 first‑lien term loan. A termination fee of $38,900,000 may be payable by the company in certain circumstances.

Regulatory clearances include filings under the HSR Act (filed October 17, 2025) and foreign approvals in Germany and Australia (filed October 20, 2025). BofA Securities delivered a fairness opinion dated October 5, 2025. Upon closing, HSII will be delisted and cease Exchange Act reporting.

Dimensional Fund Advisors LP reports ownership of 1,120,677 shares of common stock of Heidrick & Struggles International Inc, representing 5.4% of the class as of 09/30/2025. Dimensional discloses it provides investment advice to multiple registered funds and serves as manager or sub-adviser to commingled funds, group trusts and separate accounts that own the shares; all reported shares are held by those Funds and Dimensional expressly disclaims beneficial ownership.

The filing shows Dimensional has sole voting power over 1,093,291 shares and sole dispositive power over 1,120,677 shares. The Schedule 13G/A certifies the holdings were acquired in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Heidrick & Struggles International, Inc. entered into an Agreement and Plan of Merger dated October 5, 2025 under which Heron BidCo, LLC (an affiliate of funds advised by Advent International and Corvex PE) will acquire the company and cause it to become a wholly-owned subsidiary of Parent. As part of the transaction, the company’s common shares will be delisted from Nasdaq and deregistered under the Exchange Act, and outstanding Company RSUs and PSUs will be cancelled in exchange for a cash payment equal to the Merger Consideration times the number of shares underlying each award plus any unpaid dividends through closing. The merger agreement defines PSU payout levels (100% for stock-price-based PSUs; 200% of target for other PSUs). The agreement includes customary closing conditions, fiduciary exceptions to a no-shop provision, a Limited Guarantee from the Equity Investors, and a specified termination fee of $38,900,000 payable by the company in certain termination scenarios. The definitive proxy statement and related SEC filings will provide further details and are to be furnished to stockholders.

Tracey Heaton, Chief Legal Officer and Corporate Secretary of Heidrick & Struggles International Inc. (HSII), reported a grant of 5,387 Performance Stock Units (PSUs) on 08/15/2025. The PSUs were reported with a $0 purchase price and are granted under the Fifth Amended and Restated 2012 GlobalShare Program. Each PSU represents a contingent right to one share of common stock and will be earned in two equal increments upon attainment of specified stock price hurdles. Vesting is scheduled in equal annual installments on March 8, 2027 and March 8, 2028, and is subject to Ms. Heaton's continuous employment and satisfaction of the performance hurdles. Following the transaction Ms. Heaton beneficially owns 30,317 shares. The Form 4 was signed by an attorney-in-fact on 08/19/2025.