What did Universal Health Services pay per share to acquire TALK (Talkspace, Inc.)?

Universal Health Services agreed to pay $5.25 in cash per share of Talkspace common stock. Each outstanding share, with limited exclusions and subject to appraisal rights, was converted at closing into the right to receive this cash amount, without interest, under the Merger Agreement.

What happened to the Voting Agreement related to TALK after the merger?

Upon consummation of the merger, the Voting Agreement automatically terminated. The filing states it ended pursuant to its terms and is of no further force or effect, reflecting the completion of the acquisition and end of the related voting arrangements.

Universal Health buys Talkspace for $5.25 a share

Q: What is the status of TALK (Talkspace) stock listing after the merger?

Talkspace common stock will no longer be listed on Nasdaq. Following the merger’s effective time, the company disclosed that its common stock will also be deregistered under Section 12(b) of the Exchange Act, ending its registered-listing status.

Q: How were TALK stock options treated in the Universal Health Services transaction?

Each vested Talkspace stock option was cancelled and converted into cash. The cash amount equals the excess, if any, of the $5.25 merger consideration over the option’s per share exercise price, paid for each vested option outstanding at the effective time.

Q: How were TALK restricted stock units (RSUs) treated at the merger closing?

Each vested but unsettled RSU was cancelled and converted into the right to receive the $5.25 cash merger consideration per unit. This treatment applied to RSUs granted under Talkspace’s equity incentive plans that were vested as of the effective time.

Q: Do Hudson Executive Capital and Douglas L. Braunstein still own TALK shares after the merger?

No. The reporting persons disclose they beneficially own 0 shares of Talkspace common stock, representing 0% of the class. They state they no longer have sole or shared power to vote or dispose of any Talkspace securities following the merger.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Talkspace, Inc. common stockholders are being cashed out in connection with the completed acquisition by Universal Health Services, Inc. Under a Merger Agreement dated March 9, 2026, UHS Merger Subsidiary, Inc. merged with Talkspace on August 17, 2026, with Talkspace continuing as an indirect wholly owned subsidiary of Universal Health Services.

At the effective time, each outstanding share of Talkspace common stock (with limited exclusions and subject to properly exercised appraisal rights) was automatically converted into the right to receive $5.25 in cash per share, without interest. Vested stock options and vested but unsettled RSUs were cancelled and converted into cash based on this consideration and, for options, the excess over the exercise price.

The reporting persons, including Hudson Executive Capital entities and Douglas L. Braunstein, now report 0 shares beneficially owned and 0% of the class. Talkspace’s common stock will no longer be listed on Nasdaq and will be deregistered under Section 12(b) of the Exchange Act. Any prior Voting Agreement terminated upon consummation of the merger.

Key Figures

Merger Consideration per Share: $5.25 per share Beneficial Ownership After Merger (HEC Management GP LLC): 0.00 shares; 0% Beneficial Ownership After Merger (Hudson Executive Capital): 0.00 shares; 0% +4 more

7 metrics

Merger Consideration per Share $5.25 per share Cash paid for each outstanding share of Talkspace common stock at the effective time

Beneficial Ownership After Merger (HEC Management GP LLC) 0.00 shares; 0% Aggregate amount and percent of Talkspace common stock reported by HEC Management GP LLC

Beneficial Ownership After Merger (Hudson Executive Capital) 0.00 shares; 0% Aggregate amount and percent of Talkspace common stock reported by Hudson Executive Capital

Beneficial Ownership After Merger (HEC Master Fund) 0.00 shares; 0% Aggregate amount and percent of Talkspace common stock reported by HEC Master Fund

Beneficial Ownership After Merger (Douglas L. Braunstein) 0.00 shares; 0% Aggregate amount and percent of Talkspace common stock reported by Douglas L. Braunstein

Merger Agreement Date March 9, 2026 Date of Agreement and Plan of Merger among Talkspace, Universal Health Services, and Merger Sub

Merger Closing Date August 17, 2026 Date on which the merger was consummated and Talkspace became an indirect wholly owned subsidiary

Key Terms

Merger Consideration, Effective Time, appraisal rights, Vested Stock Option, +1 more

5 terms

Merger Consideration financial

"was automatically converted into the right to receive $5.25 in cash, without interest (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

"At the effective time of the Merger (the "Effective Time"), each outstanding share"

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.

appraisal rights regulatory

"and shares with respect to which appraisal rights were properly exercised and not withdrawn under Delaware law"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

Vested Stock Option financial

"that was vested as of the Effective Time (each, a "Vested Stock Option") was cancelled"

Voting Agreement regulatory

"Upon the consummation of the Merger, the Voting Agreement automatically terminated"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to TALK shareholders’ stock in the Universal Health Services merger?

Each Talkspace share was converted into the right to receive $5.25 in cash, without interest. After the effective time of the merger, Talkspace became an indirect wholly owned subsidiary of Universal Health Services, and public shareholders no longer own Talkspace equity.

What is the status of TALK (Talkspace) stock listing after the merger?

Talkspace common stock will no longer be listed on Nasdaq. Following the merger’s effective time, the company disclosed that its common stock will also be deregistered under Section 12(b) of the Exchange Act, ending its registered-listing status.

How were TALK stock options treated in the Universal Health Services transaction?

Each vested Talkspace stock option was cancelled and converted into cash. The cash amount equals the excess, if any, of the $5.25 merger consideration over the option’s per share exercise price, paid for each vested option outstanding at the effective time.

How were TALK restricted stock units (RSUs) treated at the merger closing?

Each vested but unsettled RSU was cancelled and converted into the right to receive the $5.25 cash merger consideration per unit. This treatment applied to RSUs granted under Talkspace’s equity incentive plans that were vested as of the effective time.

Do Hudson Executive Capital and Douglas L. Braunstein still own TALK shares after the merger?

No. The reporting persons disclose they beneficially own 0 shares of Talkspace common stock, representing 0% of the class. They state they no longer have sole or shared power to vote or dispose of any Talkspace securities following the merger.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/17/2026 - 04:40 PM Accepted by SEC EDGAR 08/17/2026 - 04:40 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Talkspace, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

87427V103

(CUSIP Number)

Douglas L. Braunstein
Hudson Executive Capital LP, c/o Talkspace, Inc., 622 Third Avenue
New York, NY, 10017
212-284-7206

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, $0.0001 par value

(b)

Name of Issuer:

Talkspace, Inc.

(c)

Address of Issuer's Principal Executive Offices:

622 THIRD AVENUE, NEW YORK, NEW YORK , 10017.

Item 1 Comment:

This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the previously filed statement on Schedule 13D filed on July 2, 2021 (as amended and supplemented on November 17, 2021 and March 10, 2026, the "Existing Schedule 13D") by the Reporting Persons, relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Talkspace, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Existing Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Existing Schedule 13D is hereby amended and supplemented by adding the following: On August 17, 2026, the merger (the "Merger") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated March 9, 2026, by and among 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"), was consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, and the Issuer continued as the surviving corporation as an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than shares of Company Common Stock to be canceled pursuant to the Merger Agreement and shares with respect to which appraisal rights were properly exercised and not withdrawn under Delaware law) was automatically converted into the right to receive $5.25 in cash, without interest (the "Merger Consideration"). In addition, as of the Effective Time, each stock option granted under the Issuer's equity incentive plans (a "Stock Option") that was vested as of the Effective Time (each, a "Vested Stock Option") was cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price of such Vested Stock Option. Each restricted stock unit granted under the Issuer's equity incentive plans ("RSU") that was vested, but not yet settled, as of the Effective Time, was cancelled and converted into the right to receive the Merger Consideration for each RSU. Immediately prior to the Effective Time, each of the Issuer's directors, including Mr. Braunstein, resigned from, and ceased serving on, the Issuer's board of directors. Following the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer, nor do they have sole or shared power to vote, direct the vote, dispose or direct the disposition of, any securities of the Issuer. The Common Stock will no longer be listed on Nasdaq and will be deregistered under Section 12(b) of the Exchange Act.

Item 5.

Interest in Securities of the Issuer

(a)

Items 5(a), 5(b), 5(c), 5(d), and 5(e) of the Existing Schedule 13D are hereby amended and supplemented by adding the following: The aggregate number and percentage of the Common Stock that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13, respectively, on the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

(b)

The number of Common Stock as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth in boxes 7, 8, 9 and 10, respectively, on the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

(c)

The response to Item 4 above is incorporated herein by reference. Except as otherwise set forth herein, none of the Reporting Persons has acquired or disposed of any Common Stock during the last 60 days.

(d)

Not applicable.

(e)

As of August 17, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Existing Schedule 13D is hereby amended and supplemented by adding the following: Upon the consummation of the Merger, the Voting Agreement automatically terminated pursuant to its terms and is of no further force or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HEC Management GP LLC

Signature:	/s/ Douglas L. Braunstein
Name/Title:	Douglas L. Braunstein, Managing Member
Date:	08/17/2026

Hudson Executive Capital LP

Signature:	/s/ Douglas L. Braunstein
Name/Title:	Douglas L. Braunstein, Managing Member
Date:	08/17/2026

HEC Master Fund LP

Signature:	/s/ Douglas L. Braunstein
Name/Title:	Douglas L. Braunstein, Investment Manager
Date:	08/17/2026

Douglas L. Braunstein

Signature:	/s/ Douglas L. Braunstein
Name/Title:	Douglas L. Braunstein
Date:	08/17/2026

Source: View Original Filing on SEC EDGAR