Talkspace (NASDAQ: TALK) director gets $5.25 a share in UHS merger
Rhea-AI Filing Summary
Talkspace, Inc. (TALK) director Jacqueline E. Yeaney reported dispositions of equity interests in connection with the closing of a merger in which Talkspace became an indirect wholly owned subsidiary of Universal Health Services, Inc. At the merger’s Effective Time, each issued and outstanding share of Talkspace common stock was converted into the right to receive $5.25 in cash. Yeaney reported the disposition to the issuer of 308,610 shares of common stock that were converted into this cash right, and 48,222 shares relating to vested restricted stock units that were canceled and converted into a cash payment based on the $5.25 merger consideration. In addition, 63,402 vested stock options with an exercise price of $8.52 (at or above the merger consideration) were canceled for no consideration, leaving 0 options from that grant outstanding.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 356,832 shares
Net Sell
3 txns
Insider
YEANEY JACQUELINE E
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 63,402 | -- | -- |
| Disposition | Common Stock F1, F2 | 308,610 | -- | -- |
| Disposition | Common Stock F1, F3 | 48,222 | -- | -- |
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 reported in this row had an exercise price equal to or greater than the Merger Consideration and was canceled for no consideration.
Key Figures
Common stock disposed: 308,610 shares
Vested RSU shares canceled: 48,222 shares
Vested stock options canceled: 63,402 options
+3 more
6 metrics
Common stock disposed
308,610 shares
Shares of Talkspace common stock converted into the right to receive $5.25 in cash at the Effective Time
Vested RSU shares canceled
48,222 shares
Shares subject to vested restricted stock units canceled and converted into a cash payment based on $5.25 per share
Vested stock options canceled
63,402 options
Vested stock options with exercise price equal to or greater than the merger consideration, canceled for no consideration
Merger consideration per share
$5.25
Cash amount received per issued and outstanding Talkspace common share at the Effective Time
Stock option exercise price
$8.52
Exercise price of the vested Talkspace stock options that were canceled for no consideration
Options remaining from reported grant
0
Total stock options from the reported grant held after cancellation at the Effective Time
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, Effective Time, +1 more
5 terms
Agreement and Plan of Merger regulatory
"In connection with the terms of that certain Agreement and Plan of Merger, dated as of March 9, 2026"
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 at the Effective Time"
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.
Effective Time regulatory
"with the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent at the effective time of the Merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What insider transactions did Talkspace (TALK) director Jacqueline Yeaney report on this Form 4?
Jacqueline Yeaney reported three dispositions on August 17, 2026: common stock converted into a cash merger right, vested restricted stock units canceled for cash, and vested stock options canceled for no consideration under a completed merger.
What happened to Jacqueline Yeaney’s vested RSUs in Talkspace (TALK) under the merger?
At the Effective Time, 48,222 shares subject to vested restricted stock units were canceled and converted into a cash payment equal to shares multiplied by the $5.25 per-share merger consideration, as specified in the merger agreement.
What was the treatment of Jacqueline Yeaney’s Talkspace (TALK) stock options in this Form 4?
Yeaney reported 63,402 vested stock options with an exercise price of $8.52 being canceled for no consideration because their exercise price was equal to or greater than the $5.25 merger consideration, leaving 0 options from that grant outstanding.
What merger consideration is disclosed for Talkspace (TALK) common stock in this insider filing?
The filing states that each issued and outstanding Talkspace common share was converted into the right to receive $5.25 in cash as merger consideration at the Effective Time, except for shares canceled pursuant to the merger agreement.
Which companies are parties to the Talkspace (TALK) merger referenced in Jacqueline Yeaney’s Form 4?
The merger agreement is among Talkspace, Inc., Universal Health Services, Inc. as Parent, and UHS Merger Subsidiary, Inc., with the merger subsidiary merging into Talkspace, which survives as an indirect wholly owned subsidiary of Parent.
AI-generated analysis. How Rhea-AI works. Not financial advice.
