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.
The HSII SEC filings page provides access to the historical regulatory record of Heidrick & Struggles International, Inc., which was listed on the Nasdaq Global Select Market under the ticker HSII before becoming a privately held company. These documents include current reports on Form 8-K, annual and quarterly reports referenced in company disclosures, and materials related to the firm’s take-private transaction.
For investors and analysts reviewing HSII, the filings highlight several important themes. Current reports on Form 8-K document key events such as quarterly earnings announcements, where the company furnished press releases detailing segment results for Executive Search, On-Demand Talent, and Heidrick Consulting, along with non-GAAP measures like adjusted EBITDA and constant currency revenue. These 8-Ks help explain how management evaluated financial performance and communicated with the market.
Another major focus in the filings is the Agreement and Plan of Merger entered into on October 5, 2025, with Heron BidCo, LLC and Heron Merger Sub, Inc., affiliates of Advent International and Corvex Private Equity. Related 8-Ks describe the merger terms, including the planned conversion of each share into a cash payment, the anticipated delisting of HSII from Nasdaq, and conditions such as stockholder approval and antitrust clearances. A later 8-K reports the expiration of the Hart-Scott-Rodino waiting period and clearances from antitrust authorities in Germany and Australia.
Filings also reference the company’s definitive proxy statement for stockholders regarding the merger and point to its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for detailed risk factors. Together, these documents outline the regulatory, financial, and governance context for Heidrick & Struggles’ transition from a public to a private company.
On Stock Titan, AI-powered tools can help summarize lengthy HSII filings, highlight key sections such as transaction terms, segment discussions, and risk disclosures, and make it easier to locate specific information across the company’s historical SEC documents.
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.