Talkspace (NASDAQ: TALK) investors cashed out in Universal Health buyout
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.
Positive
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Negative
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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
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
