XML 36 R25.htm IDEA: XBRL DOCUMENT

Subsequent Event	9 Months Ended
Subsequent Event	Sep. 30, 2025
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event Proposed Merger with Heron BidCo, LLC On October 5, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Heron BidCo, LLC, a Delaware limited liability company (“Parent”), and Heron Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to, and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.01 per share (collectively, the “Shares”), issued and outstanding as of immediately prior to the Effective Time, subject to certain exceptions, will be converted automatically into the right to receive $59.00 in cash, without interest (the “Merger Consideration”). The Merger Agreement provides that, immediately prior to the Effective Time (but contingent upon the Effective Time), each restricted stock unit, whether cash-settled or stock-settled, whether vested or unvested (each, a “Company RSU), and each performance share unit (each, a “Company PSU”), in each case, granted under the Fifth Amended and Restated Heidrick & Struggles 2012 Globalshare Program (as in effect from time to time and any predecessor plans thereto), that is outstanding immediately prior to the Effective Time, will be canceled in exchange for the right to receive an amount in cash (without interest, and subject to deduction for any required tax withholding) equal to the sum of (x) the product of (i) the Merger Consideration and (ii) the number of Shares subject to such Company RSU or Company PSU (in the case of Company PSUs, at the applicable performance level set forth in the Merger Agreement) and (y) the amount of dividends credited and not yet paid to the award holder in respect of such Company RSU or Company PSU (in the case of Company PSUs, at the applicable performance level set forth in the Merger Agreement). The Merger Agreement and the transactions contemplated thereby, including the Merger, have been unanimously approved by the board of directors of the Company. Consummation of the Merger is subject to certain customary closing conditions, including, among other things, receipt of Company stockholder approval and applicable regulatory approvals. If the Merger is consummated, the Shares will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, as amended. For additional information, see the full text of the Merger Agreement attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2025.