Welcome to our dedicated page for Heidrick & Struggles Intl SEC filings (Ticker: HSII), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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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.
Heidrick & Struggles International Inc. (HSII) – Form 4 insider activity
Chief Human Resources Officer Sarah Payne reported two transactions affecting her direct ownership of HSII common stock:
- March 9 2025 – Acquisition (A): 8,802 shares received at $0.00 upon vesting of 2022 Performance Stock Units (PSUs). These PSUs were granted on 3-9-2022 and vested at 100% of target for the three-year performance period ending 12-31-2024.
- March 14 2025 – Sale (S): 12,000 shares sold on the open market at a weighted-average price of $42.7009 (price band $42.45-$43.03).
After the transactions, Payne’s direct ownership decreased from 32,384.261 to 20,384.261 shares, a decline of roughly 37 %.
The acquisition confirms that the company met performance goals sufficient to vest the PSUs (0-200% payout range), signalling target-level achievement. The subsequent discretionary sale represents a moderate cash-out by a senior officer and may be viewed by investors as routine diversification unless part of a Rule 10b5-1 plan (not indicated).
No derivative securities were reported, and there is no mention of additional option exercises or grants.
Key takeaways for investors:
- Vesting of PSUs suggests performance objectives for 2022-2024 were met.
- Sizeable insider sale (≈ $512k in proceeds) reduces insider ownership.
- Net effect is neutral-to-slightly negative for sentiment, with no direct impact on fundamentals.
Heidrick & Struggles International Inc. (HSII) – Form 4 insider filing
President Thomas J. Murray III reported an automatic share withholding related to restricted stock units (RSUs) that vested on 22 June 2025. To cover associated tax obligations, the issuer retained 2,983 common shares at an indicated price of $43.21 per share. The transaction is coded “F,” confirming it was a tax-withholding event rather than an open-market sale. After the withholding, Murray directly owns 82,036.594 HSII common shares. No derivative securities transactions were reported.
The filing does not indicate any discretionary buying or selling by the executive; it merely reflects administrative settlement of taxes upon vesting of previously granted 2023 RSUs.
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