[Form 4] Heidrick & Struggles Inc Insider Trading Activity

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Insider vested PSUs, then sold 12k shares; signals goal achievement but trims stake by 37 %.

The filing shows both a performance-based award vesting and a meaningful open-market sale. The vesting confirms HSII hit its 2022-24 performance hurdles, modestly positive for execution. However, the officer liquidated over one-third of holdings at ~$43, generating ~$0.51 million cash. Without a disclosed 10b5-1 plan, investors may perceive a neutral-to-slightly bearish sentiment shift. From a liquidity standpoint, the sale is immaterial to market float, but insider behavior can influence sentiment in a thin-ly followed mid-cap. I view the overall impact as modest, leaning negative on near-term perception.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Payne Sarah

(Last) (First) (Middle)

C/O HEIDRICK & STRUGGLES INT'L INC.

233 S. WACKER DR. SUITE 4900

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEIDRICK & STRUGGLES INTERNATIONAL INC [ HSII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/09/2025		A		8,802	A	$0(2)	32,384.261	D
Common Stock(3)	03/14/2025		S		12,000	D	$42.7009	20,384.261	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the vesting of 8,802 non-derivative Performance Stock Units ("PSUs") granted on March 9, 2022 ("2022 PSUs") for the three-year performance period ended December 31, 2024 and which are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). PSUs are target-based equity grants that generally vest three years from the grant date if certain performance goals are achieved. The actual amounts to vest at the end of the performance period can range from 0% to 200% of target based on performance.

2. PSUs convert into common stock on a one-for-one basis at the time of vesting.

3. This is the weighted average sales price representing 12,000 shares sold at prices ranging from $42.45 to $43.03 per share. The reporting person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer the number of shares sold at each price within the price range upon request.

Remarks:

	/s/ Antony Gabriel, Attorney-In-Fact	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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