TALK Form 4: CTO Gil Margolin Acquires Option and Sells 3,516 Shares Under 10b5-1

Rhea-AI Filing Summary

Gil Margolin, Chief Technology Officer of Talkspace, Inc. (TALK), reported transactions dated 09/02/2025. The filing discloses acquisition of a stock option exercisable at $0.88 covering 3,516 shares and a contemporaneous sale of 3,516 common shares at $2.63.

After the transactions the reporter beneficially owned 262,616 shares. The filer checked the box indicating the sale was made pursuant to a written plan intended to satisfy Rule 10b5-1(c). The disclosed option vests in 16 substantially equal quarterly installments, subject to continued service, and underlying shares vest into common stock on exercise.

Positive

• Sale reported under a 10b5-1 plan, indicating the disposal was pursuant to a prearranged written plan
• Option grant has a multi-quarter vesting schedule (16 substantially equal quarterly installments), aligning long-term service incentives

Negative

• Reported beneficial ownership decreased from 266,132 shares to 262,616 shares following the transactions
• Shares were sold (3,516 shares sold at $2.63), representing a reduction in direct holdings

Insights

Financial Analyst

TL;DR: Insider executed option-related transactions and sold the same number of shares under a 10b5-1 plan; net reported holdings decreased modestly.

The report shows a grant/exercise event for an option priced at $0.88 covering 3,516 shares and a simultaneous sale of 3,516 common shares at $2.63, consistent with a planned disposition under Rule 10b5-1. The option vests quarterly over 16 installments, tying compensation to ongoing service. From an investor-impact perspective these transactions are routine insider compensation and liquidity actions; the change in beneficial ownership is small relative to total outstanding shares typically and therefore unlikely to be material on its own.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan signals prearranged trading; vesting schedule aligns incentives but sale reduces direct holdings slightly.

The filing explicitly indicates the sale was made pursuant to a written plan intended to meet Rule 10b5-1(c) requirements, which helps insulate the reporting person from insider-trading concerns if the plan was established properly. The option's 16-quarter vesting schedule is standard for retention-focused grants. The disclosure is complete for the reported transactions; no additional governance issues are stated in the form.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Margolin Gil

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		M		3,516	A	$0.88	266,132	D
Common Stock	09/02/2025		S		3,516	D	$2.63	262,616	D

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
Stock Options	$0.88	09/02/2025		M		3,516		(1)	02/28/2033	Common Stock	3,516	$0	3,516	D

Explanation of Responses:

1. The stock option vests in 16 substantially equally installments on a quarterly basis, subject to the Reporting Person's continued service with the Company through each vesting date.

	By: /s/ John Reilly, Attorney-in-fact for Gil Margolin	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 transactions did Gil Margolin report on Form 4 for TALK on 09/02/2025?

The report discloses acquisition of a stock option covering 3,516 shares at a $0.88 exercise price and a contemporaneous sale of 3,516 common shares at $2.63.

How many Talkspace shares does the reporting person own after the transactions?

After the reported transactions the filing shows the reporting person beneficially owned 262,616 shares.

Was the sale executed under a 10b5-1 plan?

Yes. The filer checked the box indicating the transaction was made pursuant to a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

What are the vesting terms for the reported option?

The option vests in 16 substantially equal installments on a quarterly basis, subject to the reporting person’s continued service through each vesting date.

What were the per-share prices reported for the option and the sale?

The option exercise/strike price is reported as $0.88 and the sale price for the disposed shares is reported as $2.63.