Talkspace (TALK) legal chief sees options canceled in merger
Rhea-AI Filing Summary
Talkspace, Inc. (TALK) reports that Chief Legal Officer and Secretary John Charles Reilly disposed of multiple blocks of stock options and common shares in connection with the closing of a merger under an Agreement and Plan of Merger dated March 9, 2026.
At the effective time of the merger, each share of Talkspace common stock was converted into the right to receive $5.25 in cash, certain vested stock options were canceled for a cash payment based on their intrinsic value, and vested options with exercise prices at or above $5.25, including options with a $5.81 exercise price, were canceled for no consideration. Unvested options and RSUs were assumed by Universal Health Services, Inc. and converted into awards over its Class B common stock based on a defined exchange ratio.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 924,159 shares
Net Sell
12 txns
Insider
Reilly John Charles
Role
Chief Legal Officer, Secretary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 27,251 | -- | -- |
| Disposition | Stock Options F1, F4 | 25,604 | -- | -- |
| Disposition | Stock Options F1, F4 | 5,907 | -- | -- |
| Disposition | Stock Options F1, F4 | 38,851 | -- | -- |
| Disposition | Stock Options F1, F4 | 15,161 | -- | -- |
| Disposition | Stock Options F1, F4 | 28,897 | -- | -- |
| Disposition | Stock Options F1, F5 | 13,626 | -- | -- |
| Disposition | Stock Options F1, F5 | 33,357 | -- | -- |
| Disposition | Stock Options F1, F5 | 22,476 | -- | -- |
| Disposition | Stock Options F1, F6 | 247,500 | -- | -- |
| Disposition | Common Stock F1, F2 | 656,323 | -- | -- |
| Disposition | Common Stock F1, F3 | 267,836 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (6)
- 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 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.
- F6. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Vested Stock Option reported in this row had an exercise price equal to or greater than the Merger Consideration and was canceled for no consideration.
Key Figures
Merger Consideration per Share: $5.25
Stock Options Disposed (example 1): 27251.0000 shares
Stock Options Disposed (example 2): 247500.0000 shares
+2 more
5 metrics
Merger Consideration per Share
$5.25
Cash consideration for each issued and outstanding share of Talkspace common stock at the effective time
Stock Options Disposed (example 1)
27251.0000 shares
Vested Talkspace stock options with a $0.8800 exercise price canceled and settled under the merger agreement
Stock Options Disposed (example 2)
247500.0000 shares
Vested Talkspace stock options with a $5.8100 exercise price canceled for no consideration at the merger effective time
Common Stock Disposed (example 1)
656323.0000 shares
Talkspace common stock converted into the right to receive cash merger consideration of $5.25 per share
Common Stock Disposed (example 2)
267836.0000 shares
Talkspace common stock subject to RSUs converted into Parent restricted stock unit awards using an exchange ratio
Key Terms
Merger Consideration, Exchange Ratio, Vested Stock Option, Assumed Option
4 terms
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
"multiplied by (ii) a fraction ... on the New York Stock Exchange ... (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.
Vested Stock Option financial
"each Issuer stock option that was or became vested ... (each, a "Vested Stock Option")"
Assumed Option financial
"converted into an option to purchase Parent Class B Shares (each, an "Assumed Option")"
FAQ
What insider transactions did TALK executive John Charles Reilly report on this Form 4?
John Charles Reilly reported 12 disposition transactions on August 17, 2026, involving blocks of Talkspace common stock and stock options. These dispositions occurred at the merger effective time and reflect conversion or cancellation of equity awards under the merger agreement with Universal Health Services.
What happened to TALK vested stock options held by John Charles Reilly in the merger?
At the effective time, each vested Talkspace stock option was canceled and converted into a cash payment equal to the option’s intrinsic value, calculated as shares underlying the option multiplied by the excess of the $5.25 merger price over the option’s exercise price, if any such excess existed.
Were any TALK stock options canceled without payment in this Form 4 for John Charles Reilly?
Yes. Vested Talkspace stock options with an exercise price equal to or greater than $5.25, including options with a $5.81 exercise price over 247,500 shares, were canceled for no consideration under the merger agreement terms, since they had no positive intrinsic value at the merger price.
How were unvested TALK stock options held by John Charles Reilly treated in the merger?
Unvested Talkspace stock options were not cashed out; instead, each was assumed by Universal Health Services and converted into an Assumed Option over its Class B shares. The number of replacement shares and the exercise price were adjusted using a defined stock price-based exchange ratio.
What happened to TALK RSUs held by John Charles Reilly when the merger closed?
Each unvested Talkspace RSU was assumed by Universal Health Services and converted into a Parent restricted stock unit award over its Class B shares. The number of replacement units was determined by multiplying underlying TALK shares by an exchange ratio based on relative closing prices of TALK and Parent Class B stock.
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