Talkspace (TALK) director’s shares and options paid out at $5.25
Rhea-AI Filing Summary
Talkspace, Inc. director Swati Bargotra Abbott reported dispositions of equity in connection with the closing of a merger in which Universal Health Services, Inc. acquired Talkspace. On 2026-08-17, 57,985 stock options with a $2.27 exercise price were canceled and converted into a cash payment based on the merger terms, leaving 0 options of that grant outstanding. In addition, 92,866 shares of common stock and 78,830 shares related to vested restricted stock units were canceled and converted into cash, with each share entitled to receive $5.25 in cash merger consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 171,696 shares
Net Sell
3 txns
Insider
Abbott Swati Bargotra
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 57,985 | -- | -- |
| Disposition | Common Stock F1, F2 | 92,866 | -- | -- |
| 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
Merger consideration per share: $5.25
Vested stock options canceled: 57,985 shares
Option exercise price: $2.27 per share
+4 more
7 metrics
Merger consideration per share
$5.25
Cash paid for each issued and outstanding Talkspace common share at the effective time
Vested stock options canceled
57,985 shares
Stock options disposed of on 2026-08-17 in connection with the merger
Option exercise price
$2.27 per share
Per share exercise price of the canceled vested stock options
Common stock canceled for cash
92,866 shares
Issued and outstanding Talkspace common shares converted into the right to receive $5.25 in cash
Shares underlying vested RSUs
78,830 shares
Common shares subject to vested RSUs canceled and paid out in cash at $5.25 per share
Total derivative transactions
1
Number of derivative-type transactions reported (stock options)
Total dispositions reported
3
Number of disposition transactions to issuer on 2026-08-17
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, Vested RSU, +2 more
6 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.
restricted stock unit financial
"each Issuer restricted stock unit that was or became vested in accordance with its terms"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Vested RSU financial
"each, a "Vested RSU") was canceled and converted into the right to receive a cash payment"
Vested Stock Option financial
"each Issuer stock option that was or became vested in accordance with its terms"
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What transactions did TALK director Swati Bargotra Abbott report on this Form 4?
Swati Bargotra Abbott reported three dispositions on 2026-08-17: cancellation of 57,985 stock options, and cancellation of 92,866 common shares plus 78,830 shares underlying vested RSUs, all converted into cash under the merger terms.
How were TALK vested restricted stock units treated at the merger effective time?
Each vested Talkspace restricted stock unit was canceled and converted into a cash payment. That payment equaled the number of shares subject to the RSU multiplied by the $5.25 cash merger consideration per share described in the merger agreement.
What happened to TALK vested stock options held by Swati Bargotra Abbott?
Vested stock options were canceled at the merger effective time and converted into cash. The cash amount equaled the shares subject to each option times the excess of $5.25 merger consideration over the option’s $2.27 per share exercise price, if any.
Does this TALK Form 4 reflect an open-market sale by the director?
No. The Form 4 describes dispositions to the issuer tied to the merger closing. Shares and vested equity awards were canceled and converted into cash merger consideration, rather than being sold on the open market or under a trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
