Every 8-K that Talkspace, Inc. (TALK) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TALK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TALK filings page.
Talkspace, Inc. completed its merger with Universal Health Services, Inc. (UHS) on August 17, 2026, becoming an indirect wholly owned subsidiary of UHS. Each outstanding share of Talkspace common stock was converted into the right to receive $5.25 in cash, without interest, except for specified excluded and appraisal shares.
Vested stock options were canceled in exchange for cash equal to the excess of the $5.25 merger consideration over the option exercise price, and vested RSUs were canceled for cash at $5.25 per underlying share. Unvested options and RSUs were converted into equivalent awards over UHS Class B common stock using an exchange ratio based on the relative closing prices of Talkspace and UHS Class B shares immediately before closing.
The transaction delivers approximately $870.6 million in aggregate cash consideration to Talkspace equityholders, funded by UHS borrowings under its credit facilities. Trading in Talkspace shares on Nasdaq was halted, and the company has initiated steps to delist and deregister its common stock and suspend Exchange Act reporting. All Talkspace directors resigned at closing and were replaced by the prior directors of the merger subsidiary.
Talkspace, Inc. entered into an Agreement and Plan of Merger on March 9, 2026 with Universal Health Services, Inc. and a wholly owned merger subsidiary. Under this agreement, the subsidiary will merge with Talkspace, which will survive as an indirect wholly owned subsidiary of Universal Health Services.
As of August 11, 2026, all waiting periods under applicable state healthcare laws have expired or been terminated, and all required state healthcare approvals or authorizations for consummating the merger have been obtained. The companies state that closing of the merger is now expected to occur on or around August 17, 2026, subject to satisfaction or waiver of the remaining closing conditions in the merger agreement. The disclosure also reiterates extensive forward-looking statement cautions and risks that could affect completion and integration of the transaction.
Talkspace, Inc. stockholders approved the proposed merger with Universal Health Services, Inc. at a special meeting held on May 29, 2026. The Merger Proposal received 123,082,042.14 votes in favor, representing approximately 73.48% of shares outstanding and entitled to vote.
An Advisory Compensation Proposal related to merger‑related compensation was not approved, gaining about 41.98% of votes cast. The acquisition remains subject to customary closing conditions, including state regulatory approvals, and is expected to close in the third quarter of 2026.
Talkspace, Inc. agreed to be acquired by Universal Health Services, Inc. through a cash merger in which each share of Talkspace common stock will be converted into the right to receive $5.25 in cash, without interest. Talkspace will become an indirect wholly owned subsidiary of Universal Health and its securities will be delisted from the Nasdaq Global Select Market after the merger closes.
The agreement includes customary conditions such as majority stockholder approval, antitrust and state healthcare clearances, absence of legal restraints and no Material Adverse Effect on Talkspace. A termination fee of $32,394,000 may be payable to Universal Health in specified circumstances. Key stockholders, including Douglas L. Braunstein with about 9% and Erez Shachar with about 5% of Talkspace common stock, entered voting agreements to support the merger and vote against competing takeover proposals, subject to defined fiduciary and Superior Proposal provisions.
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.
Talkspace, Inc. reported strong fourth quarter and full-year 2025 results, highlighted by rapid growth in its payor business and improved profitability. Fourth quarter 2025 revenue rose 29% year-over-year to $63.0 million, driving net income of $4.8 million and adjusted EBITDA of $6.6 million.
For full-year 2025, revenue increased 22% to $228.9 million, with payor revenue up 37.9% and direct-to-enterprise revenue up 3.7%, while consumer revenue declined 29.5%. Net income climbed to $7.8 million and adjusted EBITDA grew 127% to $15.8 million, reflecting operating leverage as total costs and operating expenses grew slower than revenue.
The company ended 2025 with $37.4 million in cash and $55.2 million in short-term marketable securities, and no debt. Management issued 2026 guidance calling for revenue of $275–$290 million and adjusted EBITDA of $30–$35 million, implying continued double-digit growth and a near doubling of adjusted EBITDA.
Talkspace, Inc. furnished an investor presentation in connection with its appearance at the 44th Annual J.P. Morgan Healthcare Conference on January 15, 2026. Representatives used this deck, dated January 15, 2026 and filed as Exhibit 99.1, to share company information and financial highlights with investors. The presentation, which is also available on Talkspace’s investor relations website, includes financial information prepared under GAAP as well as certain non-GAAP performance measures that management believes help evaluate operating performance and compare results across periods. The company emphasizes that this information is furnished, not filed, meaning it is not subject to certain Exchange Act liabilities or automatically incorporated into other Securities Act or Exchange Act filings.
Talkspace, Inc. (TALK) furnished materials announcing its financial results for the quarter ended September 30, 2025. The company issued a press release on October 30, 2025 and posted supplementary investor presentation slides.
The press release is furnished as Exhibit 99.1 and the 2025 Third Quarter Earnings Presentation as Exhibit 99.2. The information under Items 2.02 and 7.01 is being furnished and is not deemed filed under the Exchange Act.
Talkspace, Inc. filed a current report describing that it has announced the acquisition of Wisdo Health, which it characterizes as a clinically proven, AI-powered social health and peer support platform. The announcement was made through a press release dated October 6, 2025, which is attached as an exhibit. The press release is being furnished, rather than filed, so it is not subject to certain liability provisions and is not automatically incorporated into other securities law filings.
Talkspace, Inc. (Nasdaq: TALK) filed a Form 8-K to report the results of its 2025 Annual Meeting held on 18 June 2025. A quorum of 131.7 million shares (78.71% of the 167.4 million shares outstanding) was present.
Proposal 1 – Board elections: All three Class I nominees were elected to serve until the 2028 meeting. Jon Cohen received 77.7 million votes FOR (97.0% of votes cast), Madhu Pawar 75.4 million (94.2%), while Erez Shachar recorded a lower 50.1 million FOR (62.6%) and 30.0 million WITHHELD, signalling elevated shareholder dissent. Each director was subject to 51.7 million broker non-votes.
Proposal 2 – Auditor ratification: Kost Forer Gabbay & Kasierer (EY Global) was reaffirmed with 131.5 million FOR (99.8%), 0.2 million AGAINST and 22 k ABSTAIN, reflecting strong investor confidence in the incumbent auditor.
Proposal 3 – Say-on-Pay (advisory): Executive compensation was approved with 73.2 million FOR (91.5%), 6.8 million AGAINST and 44.5 k ABSTAIN. There were 51.7 million broker non-votes.
The meeting produced no changes to corporate strategy, capital structure or guidance; all items were routine governance matters.