Talkspace (TALK) director’s merger payout locks in $5.25 per share
Rhea-AI Filing Summary
Talkspace, Inc. director Liat Benzur reported dispositions in connection with the merger of Talkspace into a subsidiary of Universal Health Services, Inc.. On 2026-08-17, 57,985 vested stock options with a $2.27 exercise price and related underlying shares were canceled for a cash payment based on the merger terms. In addition, 77,446 shares of common stock and 78,830 shares underlying vested restricted stock units were canceled and converted into the right to receive $5.25 per share in cash Merger Consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 156,276 shares
Net Sell
3 txns
Insider
Benzur Liat
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 57,985 | -- | -- |
| Disposition | Common Stock F1, F2 | 77,446 | -- | -- |
| Disposition | Common Stock F1, F3 | 78,830 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. In connection with the terms of that certain Agreement and Plan of Merger, dated as of March 9, 2026 (the "Merger Agreement"), by and among Talkspace, Inc., a Delaware Corporation (the "Issuer"), 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"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent at the effective time of the Merger (the "Effective Time").
- F2. Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding share of Issuer common stock, par value $0.0001 per share ("Common Stock") (other than shares of Common Stock canceled pursuant to the Merger Agreement) was converted into the right to receive $5.25 in cash (the "Merger Consideration").
- F3. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer restricted stock unit that was or became vested in accordance with its terms at the Effective Time (each, a "Vested RSU") was canceled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such Vested RSU immediately prior to the Effective Time and (ii) the Merger Consideration.
- F4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer stock option that was or became vested in accordance with its terms at the Effective Time (each, a "Vested Stock Option") was canceled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such Vested Stock Option immediately prior to the Effective Time and (ii) the excess, if any, of (a) the Merger Consideration over (b) the per share exercise price of such Vested Stock Option.
Key Figures
Vested stock options canceled: 57,985 options
Stock option exercise price: $2.27 per share
Common shares converted: 77,446 shares
+2 more
5 metrics
Vested stock options canceled
57,985 options
Issuer stock options disposed of on 2026-08-17 and converted to a merger cash right
Stock option exercise price
$2.27 per share
Exercise price for the 57,985 vested Talkspace stock options canceled at the Effective Time
Common shares converted
77,446 shares
Talkspace common stock canceled and converted to a cash right at $5.25 per share
Vested RSU shares converted
78,830 shares
Shares subject to vested RSUs canceled and converted into a cash payment under the merger
Merger Consideration
$5.25 per share
Cash consideration for each issued and outstanding Talkspace common share at the Effective Time
Key Terms
Agreement and Plan of Merger, Merger Consideration, Vested RSU, Vested Stock Option
4 terms
Agreement and Plan of Merger regulatory
"In connection with the terms of that certain Agreement and Plan of Merger, dated"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"was converted into the right to receive $5.25 in cash (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Vested RSU financial
"each Issuer restricted stock unit that was or became vested at the Effective Time (each, a "Vested RSU")"
Vested Stock Option financial
"each Issuer stock option that was or became vested at the Effective Time (each, a "Vested Stock Option")"
FAQ
What insider transactions did Talkspace (TALK) report for Liat Benzur on this Form 4?
The Form 4 reports three dispositions on 2026-08-17: cancellation of 57,985 vested stock options, and cancellation of 77,446 common shares plus 78,830 shares underlying vested RSUs, all converted into cash rights under the merger terms.
What happens to vested stock options of Talkspace (TALK) under the merger agreement?
Each vested Talkspace stock option at the Effective Time is canceled and converted into a cash payment equal to the number of underlying shares multiplied by the excess of $5.25 over the option’s exercise price, if that excess is positive.
How are vested restricted stock units (RSUs) of Talkspace (TALK) treated in the merger?
Each vested Talkspace restricted stock unit at the Effective Time is canceled and converted into a cash payment equal to the number of RSU shares multiplied by the $5.25 per-share Merger Consideration, delivering cash instead of shares.
Did Liat Benzur retain any reported Talkspace (TALK) stock options after these Form 4 transactions?
For the reported stock option transaction, the Form 4 shows 57,985 options disposed of and a post-transaction balance of 0 options for that grant, reflecting full cancellation for a merger-related cash right.
AI-generated analysis. How Rhea-AI works. Not financial advice.
