Talkspace (TALK) CMO’s stock paid $5.25 each in UHS buyout
Rhea-AI Filing Summary
Watson Katelyn reported disposition transactions in this Form 4 filing.
Talkspace, Inc. executive Katelyn Watson, Chief Marketing Officer, reported multiple code D transactions on August 17, 2026 in connection with the completion of a merger under a March 9, 2026 Merger Agreement. Talkspace merged with a subsidiary of Universal Health Services, Inc. and became an indirect wholly owned subsidiary. Each share of Talkspace common stock was converted into the right to receive $5.25 in cash. Vested stock options were canceled and converted into cash based on the excess of the $5.25 Merger Consideration over their exercise prices, while unvested stock options and RSUs were assumed by Universal Health Services and converted into awards or options over its Class B common stock pursuant to an exchange ratio formula.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 390,222 shares
Net Sell
8 txns
Insider
Watson Katelyn
Role
Chief Marketing Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 23,753 | -- | -- |
| Disposition | Stock Options F1, F4 | 5,896 | -- | -- |
| Disposition | Stock Options F1, F4 | 9,632 | -- | -- |
| Disposition | Stock Options F1, F5 | 5,482 | -- | -- |
| Disposition | Stock Options F1, F5 | 12,973 | -- | -- |
| Disposition | Stock Options F1, F5 | 7,493 | -- | -- |
| Disposition | Common Stock F1, F2 | 160,737 | -- | -- |
| Disposition | Common Stock F1, F3 | 229,485 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- 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 (an "RSU") outstanding immediately prior to the Effective Time that remains unvested at the Effective Time was assumed by Parent and converted into a Parent restricted stock unit award relating to a number of shares of Class B Common Stock, par value $0.01 per share, of Parent ("Parent Class B Shares") equal to the product of (i) the number of shares of Common Stock underlying such RSU, multiplied by (ii) a fraction (a) the numerator of which was the closing price of Common Stock on Nasdaq on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time and (b) the denominator of which was the closing price of a Parent Class B Share on the New York Stock Exchange on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time (the "Exchange Ratio").
- 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.
- F5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer stock option outstanding and unexercised immediately prior to the Effective Time that is not a Vested Stock Option was assumed by Parent and converted into an option to purchase Parent Class B Shares (each, an "Assumed Option"), with (i) the number of Parent Class B Shares subject to such Assumed Option equal to the product of (a) the number of shares of Common Stock that were issuable upon exercise of the Issuer stock option immediately prior to the Effective Time multiplied by (b) the Exchange Ratio and (ii) a per share exercise price equal to (a) the per share exercise price of the corresponding Issuer stock option divided by (b) the Exchange Ratio.
Key Figures
Merger Consideration per Share: $5.25 per share
Option Shares Disposed (0.88 Exercise Price): 23753 shares
Option Shares Disposed (2.86 Exercise Price): 5896 shares
+4 more
7 metrics
Merger Consideration per Share
$5.25 per share
Cash consideration for each issued and outstanding Talkspace common share at the effective time of the merger
Option Shares Disposed (0.88 Exercise Price)
23753 shares
Vested Talkspace stock options with a $0.8800 exercise price canceled and cash-settled at the merger effective time
Option Shares Disposed (2.86 Exercise Price)
5896 shares
Vested Talkspace stock options with a $2.8600 exercise price canceled and cash-settled at the merger effective time
Option Shares Disposed (2.99 Exercise Price)
9632 shares
Vested Talkspace stock options with a $2.9900 exercise price canceled and cash-settled at the merger effective time
Common Shares Disposed (Merger Cash-Out)
160737 shares
Talkspace common stock converted into the right to receive $5.25 in cash under the Merger Agreement
Merger Agreement Date
March 9, 2026
Agreement and Plan of Merger among Talkspace, Universal Health Services, and UHS Merger Subsidiary
Form 4 Transaction Date
August 17, 2026
Date on which the dispositions to the issuer were reported as effective
Key Terms
Merger Consideration, Effective Time, Exchange Ratio, Assumed Option, +1 more
5 terms
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.
Effective Time regulatory
"with the Issuer surviving the Merger as an indirect wholly owned subsidiary 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.
Exchange Ratio financial
"multiplied by (ii) a fraction ... referred to as the "Exchange Ratio""
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Assumed Option financial
"converted into an option to purchase Parent Class B Shares (each, an "Assumed Option")"
Disposition to issuer regulatory
"transaction_code "D" with transaction_action described as "issuer disposition""
FAQ
What insider transaction did Talkspace (TALK) report for Katelyn Watson?
Talkspace reported that Katelyn Watson, its Chief Marketing Officer, disposed of common stock and stock options on August 17, 2026 as a disposition to the issuer. These transactions occurred in connection with Talkspace’s merger into a subsidiary of Universal Health Services, Inc..
What happened to Katelyn Watson’s vested stock options in the Talkspace (TALK) merger?
Each vested Talkspace stock option held by Katelyn Watson was canceled and converted into a cash right. The cash equals the product of shares underlying the option and the excess, if any, of the $5.25 Merger Consideration over that option’s per-share exercise price.
How were unvested Talkspace (TALK) stock options treated in the merger with Universal Health Services?
Each unvested Talkspace stock option was assumed by Universal Health Services and converted into an option for its Class B common shares. The number of new shares and the adjusted exercise price are determined by an Exchange Ratio based on pre-merger closing prices of Talkspace and Universal Health Services shares.
What happened to Talkspace (TALK) restricted stock units (RSUs) in the merger?
Each unvested Talkspace RSU outstanding at the effective time was assumed by Universal Health Services and converted into a restricted stock unit over its Class B common shares. The number of replacement RSUs is calculated by multiplying the original Talkspace RSUs by the specified Exchange Ratio.
Was Katelyn Watson’s Talkspace (TALK) Form 4 filed under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox was not marked, so the transactions were not affirmatively reported as executed under a Rule 10b5-1 trading plan. They are instead tied to the closing mechanics of the Merger Agreement.
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