Talkspace (NASDAQ: TALK) shareholders cashed out in UHS takeover
Rhea-AI Filing Summary
Talkspace, Inc. has been acquired by Universal Health Services, Inc. through a completed merger in which UHS Merger Subsidiary, Inc. merged into Talkspace, and Talkspace continues as an indirect wholly owned subsidiary of Universal Health Services.
At the Effective Time, each outstanding share of Talkspace common stock was automatically converted into the right to receive $5.25 in cash per share, without interest, except for shares canceled under the merger agreement and shares properly exercising appraisal rights. Vested stock options were canceled in exchange for cash equal to the excess of the $5.25 merger price over the option exercise price, and vested but unsettled RSUs were canceled for cash at $5.25 per unit.
Following the merger, the Qumra Capital reporting entities and related individuals report that they beneficially own 0 shares, representing 0.00% of the common stock, and they no longer have voting or dispositive power over any Talkspace securities. Talkspace common stock will be removed from Nasdaq listing and will be deregistered under Section 12(b) of the Exchange Act.
Positive
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Negative
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Filing Explained
The
Key Figures
Merger Consideration per Share: $5.25 per share
Beneficial Ownership – Qumra Capital II, L.P.: 0.00 shares
Beneficial Ownership Percentage – Qumra Capital II, L.P.: 0.00%
+3 more
6 metrics
Merger Consideration per Share
$5.25 per share
Cash consideration for each outstanding share of Talkspace common stock at the Effective Time, without interest
Beneficial Ownership – Qumra Capital II, L.P.
0.00 shares
Aggregate number of Talkspace common shares beneficially owned after the merger
Beneficial Ownership Percentage – Qumra Capital II, L.P.
0.00%
Percent of Talkspace common stock class beneficially owned after the merger
Beneficial Ownership – Qumra Capital GP II, L.P.
0.00 shares
Aggregate shares beneficially owned following completion of the merger
Beneficial Ownership – Qumra Capital Israel I Ltd.
0.00 shares
Aggregate shares beneficially owned after the merger effective time
Effective Date for Ceasing 5% Ownership
August 17, 2026
Date on which each reporting person ceased to be a beneficial owner of more than 5% of the common stock
Key Terms
Merger Consideration, Effective Time, beneficial owner, Voting Agreement, +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 of Common Stock"
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.
beneficial owner regulatory
"each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Voting Agreement regulatory
"Upon the consummation of the Merger, the Voting Agreement automatically terminated pursuant to its terms"
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.
dispositive power financial
"nor do they have sole or shared power to vote, direct the vote, dispose or direct the disposition of, any securities"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What happened to Talkspace, Inc. (TALK) in this Schedule 13D/A amendment?
Talkspace, Inc. completed a merger with Universal Health Services, Inc., becoming its indirect wholly owned subsidiary. UHS Merger Subsidiary, Inc. was merged into Talkspace, and Talkspace continues as the surviving corporation under Universal Health Services.
How were Talkspace (TALK) stock options treated in the merger with Universal Health Services?
Each vested Talkspace stock option was canceled at closing and converted into cash equal to the excess of the $5.25 merger consideration over the option’s per-share exercise price, if any. Options with exercise prices at or above $5.25 would receive no cash benefit.
What happened to vested RSUs of Talkspace (TALK) in the merger transaction?
Each vested but unsettled Talkspace restricted stock unit (RSU) was canceled and converted into cash at the merger closing. Holders receive the $5.25 cash merger consideration for each RSU that was vested as of the effective time of the merger.
What will happen to Talkspace (TALK) stock listing and registration after the merger?
Following completion of the merger, Talkspace common stock will no longer be listed on Nasdaq and will be deregistered under Section 12(b) of the Exchange Act. The company will thus cease to be a publicly traded issuer on that market.
When did the Qumra Capital group cease to be a 5% beneficial owner of TALK?
As of August 17, 2026, the effective date of the merger closing, each of the reporting persons in the Qumra Capital group ceased to be the beneficial owner of more than 5% of Talkspace’s common stock, reflecting their post-merger position of zero shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
