Talkspace (TALK) CFO gets $5.25 per share as unvested awards move to Universal Health
Rhea-AI Filing Summary
Talkspace, Inc. Chief Financial Officer Ian Jiro Harris reported dispositions to the issuer on August 17, 2026 in connection with the merger of Talkspace into a subsidiary of Universal Health Services, Inc. Each share of Talkspace common stock was converted into the right to receive $5.25 in cash. Vested stock options covering 17,520 and 48,182 shares at a $2.86 exercise price were canceled and converted into cash based on the excess of the merger consideration over the exercise price. Unvested RSUs and unvested stock options were assumed by Universal Health Services and converted into awards or options over Parent Class B shares using an Exchange Ratio defined by relative closing prices.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 724,805 shares
Net Sell
4 txns
Insider
Harris Ian Jiro
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 17,520 | -- | -- |
| Disposition | Stock Options F1, F5 | 48,182 | -- | -- |
| Disposition | Common Stock F1, F2 | 303,981 | -- | -- |
| Disposition | Common Stock F1, F3 | 420,824 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- 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 (an "RSU") outstanding immediately prior to the Effective Time that remains unvested at the Effective Time was assumed by Parent and converted into a Parent restricted stock unit award relating to a number of shares of Class B Common Stock, par value $0.01 per share, of Parent ("Parent Class B Shares") equal to the product of (i) the number of shares of Common Stock underlying such RSU, multiplied by (ii) a fraction (a) the numerator of which was the closing price of Common Stock on Nasdaq on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time and (b) the denominator of which was the closing price of a Parent Class B Share on the New York Stock Exchange on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time (the "Exchange Ratio").
- 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.
- F5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer stock option outstanding and unexercised immediately prior to the Effective Time that is not a Vested Stock Option was assumed by Parent and converted into an option to purchase Parent Class B Shares (each, an "Assumed Option"), with (i) the number of Parent Class B Shares subject to such Assumed Option equal to the product of (a) the number of shares of Common Stock that were issuable upon exercise of the Issuer stock option immediately prior to the Effective Time multiplied by (b) the Exchange Ratio and (ii) a per share exercise price equal to (a) the per share exercise price of the corresponding Issuer stock option divided by (b) the Exchange Ratio.
Key Figures
Vested options disposed (lot 1): 17,520 shares
Vested options disposed (lot 2): 48,182 shares
Common stock disposition (footnote F2): 303,981 shares
+3 more
6 metrics
Vested options disposed (lot 1)
17,520 shares
Vested stock options canceled and converted to cash at merger effective time
Vested options disposed (lot 2)
48,182 shares
Additional vested stock options canceled and converted to cash at merger effective time
Common stock disposition (footnote F2)
303,981 shares
Common stock converted into right to receive $5.25 cash merger consideration
Common stock linked to RSU conversion
420,824 shares
Underlying shares for RSUs assumed and converted into Parent Class B RSUs
Merger consideration per share
$5.25
Cash paid for each issued and outstanding Talkspace common share at effective time
Option exercise price
$2.86
Per share exercise price of reported Talkspace stock options
Key Terms
Agreement and Plan of Merger, Merger Consideration, Exchange Ratio, Assumed Option
4 terms
Agreement and Plan of Merger regulatory
"In connection with the terms of that certain Agreement and Plan of Merger"
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.
Exchange Ratio financial
"closing price of Common Stock ... divided by ... Parent Class B Share ... (the "Exchange Ratio")"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Assumed Option financial
"converted into an option to purchase Parent Class B Shares (each, an "Assumed Option")"
FAQ
What insider transaction did TALK CFO Ian Jiro Harris report on this Form 4?
Ian Jiro Harris reported four dispositions to Talkspace, Inc. on August 17, 2026, all tied to the closing of the merger with Universal Health Services. These include common stock and stock option positions converted or canceled in exchange for cash or replacement awards.
How many Talkspace (TALK) stock options were disposed of by the CFO in this filing?
The CFO reported dispositions of vested stock options covering 17,520 shares and 48,182 shares of Talkspace common stock. These vested options were canceled at the merger effective time and converted into cash payments based on the merger consideration and each option’s $2.86 exercise price.
What happened to unvested RSUs of Talkspace (TALK) in this transaction?
Unvested Talkspace RSUs were assumed by Universal Health Services and converted into RSU awards over Parent Class B shares. The number of replacement shares is determined by an Exchange Ratio based on relative closing prices of Talkspace stock and Parent Class B shares.
How were unvested Talkspace (TALK) stock options treated in the merger?
Unvested Talkspace stock options were assumed by Universal Health Services and converted into options over Parent Class B shares. The number of underlying shares and the new exercise price are adjusted using the defined Exchange Ratio between Talkspace stock and Parent Class B shares.
Were the TALK CFO’s Form 4 transactions made under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as a plan, and the transactions are described as occurring pursuant to the merger agreement. They reflect merger-driven conversions rather than open-market trades under a pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
