Talkspace (NASDAQ: TALK) director exits stock and RSUs in $5.25 cash deal
Rhea-AI Filing Summary
Talkspace, Inc. director Madhu Pawar reported dispositions of equity interests in connection with the closing of a merger under an Agreement and Plan of Merger among Talkspace, Universal Health Services, Inc., and a merger subsidiary. At the effective time, Talkspace became an indirect wholly owned subsidiary of Universal Health Services.
Each issued and outstanding share of common stock was converted into the right to receive $5.25 in cash. Vested restricted stock units were canceled and converted into a cash payment based on the number of underlying shares multiplied by $5.25. Vested stock options with an exercise price at or above $5.25 were canceled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 389,956 shares
Net Sell
3 txns
Insider
Pawar Madhu
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 63,402 | -- | -- |
| Disposition | Common Stock F1, F2 | 341,734 | -- | -- |
| 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 (an "RSU") 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
Merger Consideration per Share: $5.25
Stock Options Disposed: 63,402 options
Underlying Shares for Options: 63,402 shares
+3 more
6 metrics
Merger Consideration per Share
$5.25
Cash consideration for each issued and outstanding share of Talkspace common stock at the effective time
Stock Options Disposed
63,402 options
Vested Talkspace stock options with exercise price equal to or greater than $5.25 canceled for no consideration
Underlying Shares for Options
63,402 shares
Common shares underlying the canceled vested stock options reported in the derivative transaction
Common Shares Converted to Cash
341,734 shares
Shares of Talkspace common stock converted into the right to receive $5.25 per share in cash
Shares Underlying Vested RSUs
48,222 shares
Common shares subject to vested RSUs canceled and converted into cash based on $5.25 per share
Option Exercise Price
$8.52
Exercise price of vested Talkspace stock options that were canceled for no consideration
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, Vested RSU, +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 (an "RSU") that was or became vested"
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"
stock option financial
"each Issuer stock option that was or became vested in accordance with its terms"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
FAQ
What insider transactions did Madhu Pawar report for TALK on this Form 4?
Madhu Pawar reported three dispositions of equity interests in Talkspace, Inc. on August 17, 2026, all tied to the closing of a merger that converted common stock and vested RSUs into cash and canceled certain vested stock options for no consideration.
How were Madhu Pawar’s vested RSUs in TALK treated in the merger?
Each vested restricted stock unit held by Madhu Pawar was canceled and converted into a right to receive cash equal to the number of underlying shares multiplied by $5.25. This treatment applied to RSUs that were or became vested at the merger’s effective time.
What happened to Madhu Pawar’s vested Talkspace stock options in the merger?
Vested Talkspace stock options reported in the filing with an exercise price of $8.52, which was equal to or greater than the $5.25 merger consideration, were canceled for no consideration at the merger’s effective time, so they generated no cash payment.
Was a Rule 10b5-1 trading plan involved in Madhu Pawar’s TALK transactions?
No. The Form 4 indicates the Rule 10b5-1 checkbox was not marked, and the footnotes describe the transactions as resulting from the merger agreement mechanics, rather than from a pre-arranged Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
