Talkspace (NASDAQ: TALK) director cashes out at $5.25 in UHS deal
Rhea-AI Filing Summary
Talkspace, Inc. director Curtis Warfield reported dispositions of equity in connection with the completion of a merger in which UHS Merger Subsidiary, Inc. merged into Talkspace, making it an indirect wholly owned subsidiary of Universal Health Services, Inc. At the merger’s effective time, 203,160 shares of common stock held by Warfield and 48,222 shares underlying vested restricted stock units were converted into the right to receive $5.25 in cash per share, while 63,402 vested stock options with an exercise price of $8.52 (at or above the merger consideration) were canceled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 251,382 shares
Net Sell
3 txns
Insider
Warfield Curtis
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 63,402 | -- | -- |
| Disposition | Common Stock F1, F2 | 203,160 | -- | -- |
| 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 shares converted: 203,160 shares
Vested RSU shares converted: 48,222 shares
Vested stock options canceled: 63,402 options
+2 more
5 metrics
Common shares converted
203,160 shares
Issued and outstanding Talkspace common stock held by Warfield converted into cash rights at the Effective Time
Vested RSU shares converted
48,222 shares
Shares of common stock underlying vested RSUs converted into cash rights at the Effective Time
Vested stock options canceled
63,402 options
Vested Talkspace stock options canceled for no consideration at the Effective Time
Option exercise price
$8.52 per share
Exercise price of vested stock options that were canceled for no consideration
Merger consideration
$5.25 per share
Cash consideration for each issued and outstanding share of Talkspace common stock in the merger
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"
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"
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_action": "issuer disposition", "transaction_code_description": "Disposition to issuer""
FAQ
What insider transactions did Talkspace (TALK) director Curtis Warfield report on this Form 4?
Curtis Warfield reported three dispositions tied to Talkspace’s merger with Universal Health Services: cancellation of 63,402 stock options, conversion of 203,160 common shares into cash, and conversion of 48,222 vested RSU shares into cash rights at the merger consideration price.
What happened to Curtis Warfield’s Talkspace (TALK) stock options in the merger?
Warfield held 63,402 vested stock options with a per-share exercise price of $8.52 or greater. Because this exercise price was at or above the $5.25 merger consideration, these options were canceled for no consideration at the merger’s effective time.
How were Curtis Warfield’s vested RSUs in Talkspace (TALK) treated in the merger?
Each vested Talkspace restricted stock unit held by Warfield at the effective time was canceled and converted into a right to receive cash. The payment equals the number of underlying shares, 48,222 for this transaction, multiplied by the $5.25 per-share merger consideration.
What structural change occurred to Talkspace (TALK) as a result of the reported merger?
Under the Agreement and Plan of Merger, UHS Merger Subsidiary, Inc. merged with and into Talkspace, Inc. Talkspace survived the merger and became an indirect wholly owned subsidiary of Universal Health Services, Inc. at the merger’s effective time.
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