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FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDEDSEPTEMBER 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number:0-25837 HEIDRICK& STRUGGLES INTERNATIONAL, INC.(Exact Name of Registrant as Specified in its Charter) 36-2681268(I.R.S. EmployerIdentification Number) Delaware(State or Other Jurisdiction ofIncorporation or Organization) 233 South Wacker Drive-Suite 4900Chicago,Illinois60606-6303(Address of Principal Executive Offices) (312)496-1200(Registrant’s Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yesx No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes x No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smallerreporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes¨No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 31, 2025, there were20,790,543shares of the Company’s common stock outstanding. HEIDRICK& STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIESINDEX PART I.FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 20241Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months endedSeptember 30, 2025 and 20242Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and nine monthsended September 30, 2025 and 20243Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and20245Unaudited Notes to Condensed Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 3.Quantitative and Qualitative Disclosures about Market Risk43Item 4.Controls and Procedures43PART II.OTHER INFORMATIONItem 1.Legal Proceedings43Item 1A.Risk Factors43Item 2.Unregistered Sales of Equity Securities and Use of Proceeds45Item 6.Exhibits45SIGNATURE46 HEIDRICK& STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY(In thousands, except per share amounts)(Unaudited) HEIDRICK& STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY(In thousands, except per share amounts)(Unaudited) HEIDRICK& STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)(Unaudited) HEIDRICK& STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(All tables in thousands, except per share figures and percentages)(Unaudited) 1.Basis of Presentation of Interim Financial Information The accompanying unaudited Condensed Consolidated Financial Statements of Heidrick& Struggles International, Inc. andsubsidiaries (the "Company") have been prepared pursuant to the rules and regulations of the U.S. Securities and ExchangeCommission ("SEC"). The preparation of financial statements in conformity with accounting principles generally accepted in theUnited States of America requires management to make estimates and assumptions that affect the reported amounts of assets,liabilities, revenue and expenses. Significant items subject to estimates and assumptions include revenue recognition, allowances fordeferred tax assets and liabilities, interim effective tax rates, contingent consideration liabilities, and the assessment of goodwill forimpairment. Estimates are subject to a degree of uncertainty and actual results could differ from these estimates. In the opinion ofmanagement, al