UHS to acquire Talkspace (NASDAQ: TALK) in $835M cash deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Talkspace, Inc. announced that it has entered into a definitive Agreement and Plan of Merger under which Universal Health Services, Inc. (UHS) will acquire Talkspace for $5.25 per share, implying an enterprise value of approximately $835 million. Talkspace will merge with a UHS subsidiary and become an indirect wholly owned subsidiary of UHS if the transaction closes.
The deal was unanimously approved by both companies’ boards and is expected to close in the third quarter of 2026, subject to Talkspace stockholder approval, regulatory approvals and other customary conditions. UHS plans to finance the acquisition using borrowings under its existing revolving credit facility.
Positive
- Definitive cash acquisition at $5.25 per share by Universal Health Services, valuing Talkspace at approximately $835 million and offering stockholders a clear liquidity event, subject to stockholder and regulatory approvals.
- Strategic fit with a large healthcare operator as Talkspace’s virtual behavioral health platform and roughly 6,000 providers are positioned to integrate into UHS’ extensive inpatient and outpatient behavioral network, with UHS expecting slight accretion to adjusted EPS in the first year after closing.
Negative
- None.
Insights
Cash acquisition takes Talkspace private under UHS, pending approvals.
Universal Health Services agreed to acquire Talkspace for
The companies highlight strategic fit: Talkspace’s virtual behavioral health platform, approximately 6,000 providers, and
The transaction is expected to close in the third quarter of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 2026
(Exact name of registrant as specified in its charter)
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of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices) (Zip Code)
(212 ) 284-7206
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On March 9, 2026, Talkspace, Inc. (the “Company”) issued a press release announcing the entry
into an Agreement and Plan of Merger (the “Merger Agreement”) with Universal Health Services, Inc., a Delaware corporation (“Parent”), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).
Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as an
indirect wholly owned subsidiary of Parent.
A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The terms of the Merger Agreement will be described
in a subsequent filing on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description of Exhibit
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99.1
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Joint Press Release, dated March 9, 2026, issued by Universal Health Services, Inc. and Talkspace, Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company, which
involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. All statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,”
“will,” “expect,” “are confident that,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “would” or the negative of these terms or other comparable terms. Forward-looking statements in this release include,
among other things, statements about the potential benefits of the proposed transaction; anticipated accretion and growth rates; plans, objectives, beliefs, expectations and intentions of the Board and the Company management; the financial
condition, results of operations and business of the Company; and the anticipated timing of closing of the proposed transaction.
These forward-looking statements are based on certain assumptions and analyses made by the
Company in light of the Company’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. These forward-looking
statements also are based on the current expectations and beliefs of the management of the Company and are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from those described in
the forward-looking statements. Risks and uncertainties include, among other things, (i) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals) in
the anticipated timeframe or at all, including uncertainties as whether the stockholders of the Company will approve the proposed transaction and the possibility that the proposed transaction does not close; (ii) risks related to the possibility
that competing offers or acquisition proposals for the Company will be made; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive transaction agreement relating to the proposed
transaction, including in circumstances which would require the Company to pay a termination fee; (iv) risks related to the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected
benefits from the proposed transaction will not be realized or will not be realized within the expected time period; (v) the risk that the businesses will not be integrated successfully; (vi) disruption from the proposed transaction making it
more difficult to maintain business and operational relationships, including with customers, vendors, service providers and other business counterparties, and the Company’s ability to attract, motivate or retain key executives, employees and
other associates; (vii) risk related to the proposed transaction diverting the Company’s management’s attention from ongoing business operations; (viii) negative effects of the announcement of the Merger or the consummation of the proposed
transaction on the market price of Company Common Stock and on the Company’s operating results; (ix) the risk of litigation, including shareholder litigation, and/or regulatory actions, including any conditions, limitations or restrictions placed
on approvals by any applicable governmental entities, related to the proposed transaction; and (x) (A) other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2024 and subsequent
Quarterly Reports on Form 10-Q (in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in such Annual Reports and Quarterly Reports),
and (B) other risk factors identified from time to time in other filings with the U.S. Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s website at http://www.sec.gov.
The list of factors that may affect actual results and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive.
Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these forward-looking statements
as the result of new information or to reflect events or circumstances after the date of this communication or to reflect actual outcomes, expect as required by law, and expressly disclaims any obligation to revise or update any forward-looking
statement to reflect future events or circumstances.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, the Company intends to file relevant materials
with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to the Company’s stockholders in connection with the proposed transaction. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ALL RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they are available)
and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, and on the Company’s website at www.talkspace.com.
Participants in the Solicitation
The Company and its directors and executive officers and other members of management
and employees may, under SEC rules, be deemed participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed
transaction. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2025
and subsequent statements of beneficial ownership on file with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov and on the Company’s
website at www.talkspace.com. Additional information regarding the interest of the participants in the solicitation of the Company’s stockholders, which may, in some cases, be different than those of
the Company’s stockholders generally, will be set forth in the proxy statement related to the proposed transaction described above and other relevant materials to be filed with the SEC if and when they become available.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| TALKSPACE, INC. | ||||
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By:
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/s/ Ian Harris | |||
| Name: | Ian Harris | |||
| Title: | Chief Financial Officer | |||
Date: March 9, 2026
Exhibit 99.1
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Universal Health Services, Inc. to Acquire Talkspace, Inc.
Industry-leading virtual behavioral healthcare platform accelerates outpatient strategy with
expanded access to care
King of Prussia, PA and New York, NY (March 9, 2026) — Universal
Health Services, Inc. (NYSE: UHS) announced today that it has entered into a definitive agreement to acquire Talkspace, Inc. (NASDAQ: TALK) for $5.25 per share. The enterprise value for the transaction is approximately $835 million, which UHS intends
to finance with borrowings pursuant to its existing revolving credit facility.
Talkspace is a leading virtual behavioral healthcare company, with a network of approximately 6,000 licensed professionals that serve all 50
states, Washington, D.C., and Puerto Rico. As of December 31, 2025, Talkspace’s services were available to more than 200 million individuals through their health insurance plans, employee assistance programs, or as a benefit through their employer,
school or government agency. Talkspace generated $229 million in revenue and provided more than 1.6 million therapy and psychiatry sessions in 2025.
“Talkspace’s patient-centric, clinically driven virtual platform perfectly complements the high-quality services delivered at our
facilities, enabling us to expand access and offer more flexible, stepped solutions to address the growing demand for behavioral healthcare,” said Marc D. Miller, President and CEO of UHS. “This acquisition aligns with UHS’ core growth objectives by
accelerating our outpatient and telehealth behavioral health strategies, diversifying our payor mix and delivering a comprehensive, technology-enabled continuum of care that supports innovative approaches to mental health
services.”
“Over the past several years, Talkspace has transformed from a direct-to-consumer pioneer into a scaled, insurance-covered behavioral
healthcare platform trusted by patients, providers, payors and employers,” said Jon R. Cohen, MD, CEO of Talkspace. “This transaction reflects the next logical step in expanding access to affordable, high-quality mental healthcare by integrating
outpatient virtual care into a modern behavioral health ecosystem.”
Strategic and Financial Benefits
Talkspace’s approximately 6,000 providers and trusted virtual behavioral health platform will support the creation of the industry’s first
nationally scaled, end-to-end continuum in behavioral healthcare. These new capabilities deliver a patient-centered virtual offering that facilitates seamless transitions across care settings and improves access for payors and consumers alike.
Excluding one-time costs related to the acquisition, the transaction is expected to be slightly accretive to UHS' adjusted net income
attributable to UHS per diluted share (as defined below) during the first twelve months post-closing and increasingly accretive thereafter. The acquisition broadens UHS’ access to commercially insured populations nationwide, serving to diversify
payor mix while laying a scalable platform for sustained growth through expanded and new outpatient and virtual behavioral health services.
Transaction Timing and Approvals
The transaction was unanimously approved by the respective Boards of Directors of UHS and Talkspace.
The transaction, which is expected to close during the third quarter of 2026, is subject to approval by Talkspace’s stockholders, satisfaction of regulatory
approvals and other customary closing conditions.
Webcast Information
UHS management expects to discuss the acquisition during its presentation at the Leerink Partners Global Healthcare Conference on Monday,
March 9, 2026, at 8:00am ET. A link to the webcast can be found in the investor relations section of the company’s website at www.uhs.com.
Advisors
UHS’ financial advisor is J.P. Morgan Securities LLC and its legal counsels are McDermott Will & Schulte and Stevens & Lee.
Talkspace’s financial advisor is Wells Fargo Securities, LLC and its legal counsel is Cravath, Swaine & Moore LLP.
About Universal Health Services, Inc.
One of the nation’s largest and most respected providers of hospital and healthcare services, Universal Health Services, Inc. has built an
impressive record of achievement and performance. Growing steadily since our inception into an esteemed Fortune 500® corporation, our annual revenues during 2025 were
approximately $17.4 billion. In 2026, UHS was again recognized as one of Fortune World’s Most Admired Companies™; and in 2025, ranked #271 on the Fortune 500®; and ranked #355 among U.S. companies on Forbes Global 2000 World’s Largest Public Companies.
UHS is headquartered in King of Prussia, PA, and, through its subsidiaries, has approximately 101,500 employees and operates 29 inpatient acute care facilities,
346 inpatient behavioral health facilities and 168 outpatient and other facilities and ambulatory care access points, an insurance offering, a physician network and various related services located in 40 U.S. states, Washington, D.C., Puerto Rico and
the United Kingdom. It acts as the advisor to Universal Health Realty Income Trust, a real estate investment trust (NYSE: UHT).
For additional information visit www.uhs.com.
From Fortune, ©2025, 2026 Fortune Media IP Limited. All rights reserved. Used under license.
About Talkspace
Talkspace (NASDAQ: TALK) is a leading virtual behavioral healthcare provider committed to helping people lead healthier, happier lives through access to
high-quality mental healthcare. Talkspace pioneered the ability to text with a licensed therapist from anywhere and now offers a comprehensive suite of mental health services, including therapy for individuals, teens, and couples, as well as
psychiatric treatment and medication management (18+). With Talkspace’s core therapy offerings, members are matched with one of thousands of licensed therapists within days and can engage in live video, audio, or chat sessions, and/or unlimited
asynchronous text messaging sessions.
All care offered at Talkspace is delivered through an easy-to-use, fully-encrypted web and mobile platform that meets HIPAA, federal, and
state regulatory requirements. Most Americans have access to Talkspace through their health insurance plans, employee assistance programs, our partnerships with leading healthcare companies, or as a free benefit through their employer, school, or
government agency.
For more information, visit www.talkspace.com
Forward-Looking Statements
This press release contains “forward-looking” statements based on UHS and/or Talkspace’s management expectations. Numerous factors, including those disclosed
herein, those related to healthcare industry trends and those detailed in UHS and Talkspace’s respective filings with the Securities and Exchange Commission (the “SEC”) (as set forth in
Item 1A-Risk Factors, and Item 7-Forward-Looking Statements and Risk Factors, in UHS’ Annual Report on Form 10-K for the year ended December 31, 2025 and Talkspace’s Annual Report on Form 10-K for the year ended December 31, 2024), may cause the
results to differ materially from those anticipated in the forward-looking statements. These statements are subject to risks and uncertainties and therefore actual results may differ materially. Those risks and uncertainties include: the occurrence
of any event, change or other circumstances that could give rise to the termination of the merger agreement or the failure to satisfy the closing conditions; the possibility that the consummation of the proposed acquisition is delayed or does not
occur, including the failure of Talkspace’s stockholders to approve the proposed merger; uncertainty as to whether the parties will be able to complete the merger on the terms set forth in the merger agreement; uncertainty regarding the timing of the
receipt of required regulatory approvals for the merger and the possibility that the parties may be required to accept conditions that could reduce or eliminate the anticipated benefits of the merger as a condition to obtaining regulatory approvals
or that the required regulatory approvals might not be obtained at all; risks related to the possibility that competing offers or acquisition proposals for Talkspace will be made; the occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require Talkspace to pay a termination fee; the outcome of any legal proceedings that may be instituted
against the parties or others following announcement of the transactions contemplated by the merger agreement; challenges, disruptions and costs of closing, integrating the business and achieving anticipated synergies, or that such synergies will
take longer to realize than expected; failure to retain key employees of Talkspace during the period prior to closing or thereafter; failure to retain a significant portion of Talkspace’s providers or relationships with payors, risks that the merger
and other transactions contemplated by the merger agreement disrupt current plans and operations that may harm the parties’ businesses or divert management’s attention from the parties’ ongoing business operations; the amount of any costs, fees,
expenses, impairments and charges related to the merger including costs and use of capital related to financing the merger; and uncertainty as to the effects of the announcement or pendency of the proposed merger on the market price of UHS’ and/or
Talkspace’s common stock and/or on their respective financial performances. Readers should not place undue reliance on such forward-looking statements which reflect UHS and/or Talkspace’s management's view only as of the date hereof. Neither UHS nor
Talkspace undertakes any obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Talkspace by UHS. In connection with
the proposed transaction, Talkspace intends to file relevant materials with the SEC, including Talkspace’s proxy statement in preliminary and definitive form. INVESTORS AND STOCKHOLDERS OF TALKSPACE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING TALKSPACE’S PROXY STATEMENT (IF AND WHEN AVAILABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders are or will be able to obtain the documents (if and when available) free of charge at the SEC’s website at www.sec.gov or from Talkspace’s investor relations webpage at https://investors.talkspace.com/.
Participants in the Solicitation
Talkspace and its directors, executive officers and certain other members of management and employees may, under SEC rules, be deemed to
be “participants” in the solicitation of proxies from Talkspace’s stockholders in favor of the proposed transaction. Information about Talkspace’s directors and executive officers is set forth in Talkspace’s Proxy Statement on Schedule 14A for its
2025 Annual Meeting of stockholders, which was filed with the SEC on April 30, 2025. To the extent holdings of Talkspace’s securities by its directors or executive officers have changed since the amounts set forth in such 2025 proxy statement, such
changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning the interests of participants in the solicitation,
which may, in some cases, be different than those of Talkspace’s stockholders generally, will be set forth in Talkspace’s proxy statement relating to the proposed transaction when it becomes available.
Contacts
UHS
Investors: Darren Lehrich, darren.lehrich@uhsinc.com, (610) 382-3310
Media: mediarelations@uhsinc.com
Talkspace
Investors: talkspaceir@icrhealthcare.com
Media: Press@talkspace.com
FAQ
What transaction did Universal Health Services and Talkspace (TALK) announce?
Universal Health Services agreed to acquire Talkspace in a cash merger. Talkspace will be merged into a UHS subsidiary and become an indirect wholly owned subsidiary of UHS, subject to stockholder approval, regulatory clearances, and other customary closing conditions described in the announcement.
What is the purchase price and valuation for Talkspace (TALK) in this deal?
UHS will pay $5.25 per Talkspace share, implying an enterprise value of about $835 million. This per‑share cash consideration provides a defined exit value for existing stockholders if the merger closes as planned under the terms of the definitive merger agreement.
How will Universal Health Services finance the acquisition of Talkspace (TALK)?
Universal Health Services plans to finance the approximately $835 million Talkspace acquisition with borrowings under its existing revolving credit facility. This approach relies on UHS’ current credit arrangements rather than a separate equity issuance, according to the transaction announcement.
When is the Universal Health Services–Talkspace (TALK) merger expected to close?
The companies expect the acquisition to close during the third quarter of 2026. Closing timing depends on approval by Talkspace stockholders, receipt of required regulatory approvals, and satisfaction of other customary conditions outlined in the merger announcement.
What strategic benefits does UHS highlight from acquiring Talkspace (TALK)?
UHS cites Talkspace’s virtual behavioral health platform, roughly 6,000 licensed professionals, and 2025 revenue of $229 million as enhancing its outpatient and telehealth behavioral strategy, expanding access to commercially insured populations, and supporting a more comprehensive continuum of behavioral healthcare services.
Will the Talkspace (TALK) acquisition affect UHS earnings?
UHS states the transaction is expected to be slightly accretive to its adjusted net income attributable to UHS per diluted share, excluding one‑time acquisition costs, during the first twelve months after closing, and increasingly accretive thereafter, based on current expectations outlined in the announcement.
Filing Exhibits & Attachments
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Talkspace Inc
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Mar 9, 2026
[8-K] Talkspace, Inc. Reports Material Event