Heidrick & Struggles (HSII) Insider Tax Withholding: 2,983 Shares

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Routine tax-withholding, neutral for investors.

This Form 4 shows an automatic retention of 2,983 shares to satisfy taxes on vested RSUs. Because the shares were withheld by the company and not sold on the open market, there is no signal of discretionary insider sentiment. Murray still holds more than 82 K shares, so effective ownership remains largely unchanged. The transaction is administrative and immaterial to the firm’s capital structure or float, hence neutral in investment significance.

Corporate Governance Expert

TL;DR: Administrative RSU vesting; no governance red flags.

Insider activity coded “F” is standard practice for tax withholding at vesting. The modest share count (≈3 % of Murray’s holdings) and continued large direct stake support alignment of management–shareholder interests. There are no concerns about market timing or 10b5-1 misuse disclosed, and no additional derivative positions were mentioned. Overall, this filing is routine and non-impactful from a governance standpoint.

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

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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^*

Murray Thomas J III

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2025

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)	06/22/2025		F		2,983	D	$43.21	82,036.594	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 an aggregate of 2,983 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2023 RSUs that vested on June 22, 2025.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many HSII shares were withheld in the Form 4 filing?

2,983 common shares were withheld to cover tax obligations.

What does the transaction code "F" mean for HSII insiders?

Code F indicates shares were retained by the issuer to pay taxes arising from equity award vesting.

What is Thomas J. Murray III’s HSII share ownership after the transaction?

He holds 82,036.594 HSII common shares directly.

On what date did the RSUs vest for President Murray of HSII?

The RSUs vested on 22 June 2025.

At what reference price were the withheld HSII shares valued?

The shares were valued at $43.21 each for tax-withholding purposes.