TALK Form 4: Shachar Erez Receives 33,509 RSUs, Discloses Indirect Holdings

Rhea-AI Filing Summary

Shachar Erez, a director of Talkspace, Inc. (TALK), reported two grants of restricted stock units (RSUs) on 09/01/2025. One award of 4,680 RSUs vested in full on the grant date and another award of 28,829 RSUs vests 25% after 12 months and the remaining 75% in 12 substantially equal quarterly installments, subject to continued service. Following the transactions, Mr. Erez directly beneficially owns 369,970 shares and Qumra Capital II, L.P. indirectly holds 8,573,437 shares; the filings were signed by an attorney-in-fact on 09/03/2025.

Positive

• Immediate vesting of 4,680 RSUs increases the reporting person’s direct ownership without future service condition
• Structured vesting for 28,829 RSUs aligns director incentives with ongoing service and future performance
• Clear disclosure of both direct and indirect beneficial ownership, including pecuniary interest disclaimer

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity awards disclosed; one grant fully vested immediately, another follows standard multi-year vesting.

The Form 4 documents non-derivative grants to a director rather than purchases or sales. Immediate vesting of 4,680 RSUs increases the director's direct stake immediately, while the 28,829-RSU award uses time-based vesting that aligns director incentives with future company performance and retention. The disclosure also clarifies indirect holdings via Qumra entities and includes a pecuniary interest disclaimer; no sales, option exercises, or derivative transactions were reported.

Securities Analyst

TL;DR: Disclosure shows increased beneficial ownership and substantial indirect holdings by an affiliated investment vehicle.

The report quantifies the director's direct holdings at 369,970 shares post-grant and identifies significant indirect ownership of 8,573,437 shares held by Qumra Capital II, L.P. The awards were issued at $0 price as RSUs, indicating compensation rather than open-market activity. This filing is informational for ownership tracking; it does not report a change in outstanding options or debt instruments.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shachar Erez

(Last) (First) (Middle)

C/O TALKSPACE, INC.

2578 BROADWAY #607

(Street)

NEW YORK NY 10025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Talkspace, Inc. [ TALK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2025		A		4,680(1)	A	$0	341,141	D
Common Stock	09/01/2025		A		28,829(2)	A	$0	369,970	D
Common Stock								8,573,437	I	By Qumra Capital II, L.P.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Talkspace, Inc. common stock. The RSUs vest in full on the grant date, September 1, 2025.

2. Consists of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Talkspace, Inc. common stock. The RSUs vest with respect to 25% of the award on the twelve month anniversary of the grant date, and with respect to the remaining 75% of the award, in 12 substantially equally installments on a quarterly basis, subject to the Reporting Person's continued service with the Company through each vesting date.

3. Qumra Capital GP II, L.P. ("Qumra GP II") is the general partner of Qumra Capital II, L.P ("Qumra II") and Qumra Capital Israel I Ltd. ("Qumra Capital Israel I") is the general partner of Qumra GP II. Mr. Shachar is a managing partner of Qumra Capital Israel I and disclaims beneficial ownership of the shares held of record by Qumra II except to the extent of his pecuniary interest therein.

	By: /s/ John Reilly, Attorney-in-fact for Erez Shachar	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What RSU grants did Talkspace director Shachar Erez report on Form 4 (TALK)?

He reported two RSU grants dated 09/01/2025: 4,680 RSUs that vested in full on the grant date and 28,829 RSUs with time-based vesting (25% at 12 months, then remaining 75% in 12 equal quarterly installments).

How many shares does Shachar Erez beneficially own after the reported transactions?

The Form 4 shows Mr. Erez directly beneficially owns 369,970 shares following the transactions.

Does the filing report any sales or option exercises by the reporting person?

No. The filing reports only RSU grants (awards) with a reported price of $0; there are no sales or derivative exercises listed.

What indirect holdings are disclosed in the Form 4 for TALK?

The filing discloses that Qumra Capital II, L.P. beneficially owns 8,573,437 shares, and the filing explains Mr. Erez’s relationship to the Qumra entities and a disclaimer of beneficial ownership except for pecuniary interest.

When was the Form 4 signed and filed for Shachar Erez?

The signature on the filing is by an attorney-in-fact dated 09/03/2025, reflecting the reported transactions dated 09/01/2025.