Braunstein backs Talkspace (TALK) sale, locking 14.9% stake for UHS deal

Rhea-AI Filing Summary

Talkspace, Inc. large shareholder Douglas L. Braunstein and affiliated Hudson Executive Capital entities updated their Schedule 13D to reflect a new merger and voting commitment. Braunstein reports beneficial ownership of 26,259,940 shares of Talkspace common stock, or 14.9% of the company’s outstanding shares, including warrants and options exercisable within 60 days and shares held jointly with his spouse.

Hudson Executive Capital–related entities each report beneficial ownership of 18,980,600 shares, or 11% of the common stock, including 7,640,000 shares issuable upon exercise of warrants within 60 days. The amendment discloses that on March 9, 2026, Talkspace agreed to merge with Universal Health Services, Inc. through a merger subsidiary, after which Talkspace will become an indirect wholly owned subsidiary.

On the same date, certain of these reporting persons entered into a Voting Agreement with Universal Health Services. They agreed to vote all their Talkspace shares in favor of adopting the Merger Agreement and related actions, against any alternative takeover proposal, and against actions reasonably expected to materially impede or prevent the merger. The Voting Agreement terminates upon the earliest of the Merger Agreement’s termination, the merger’s effectiveness, specified adverse amendments to merger consideration without the holders’ consent, or mutual agreement with the parent for a given holder.

Insights

Merger & shareholder-activism analyst

Large Talkspace holder formally backs sale to Universal Health Services.

The filing shows Douglas L. Braunstein controlling 14.9% of Talkspace on a fully diluted basis, with affiliated Hudson Executive Capital entities each at 11%. This is a concentrated, influential position in a relatively small-cap issuer.

The amendment’s key change is a Voting Agreement tied to the March 9, 2026 Merger Agreement with Universal Health Services. These holders commit their full positions to support the merger, oppose competing takeover bids, and vote against actions that could delay or block the deal.

This level of locked-up support from a large shareholder materially increases the likelihood that the merger secures stockholder approval. Actual outcomes will depend on remaining shareholder votes, regulatory clearances, and the Merger Agreement’s closing conditions as described in related company disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Talkspace, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

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)

03/09/2026

(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

CUSIP Number(s):

1

Name of reporting person

HEC Management GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,980,600.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,980,600.00

11

Aggregate amount beneficially owned by each reporting person

18,980,600.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

Note to Rows 8 and 10: Inclusive of 7,640,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D. Note to Row 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"), outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 6, 2025, together with 7,640,000 shares of Issuer's Common Stock issuable upon the exercise of warrants owned by the Reporting Person named above.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Hudson Executive Capital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,980,600.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,980,600.00

11

Aggregate amount beneficially owned by each reporting person

18,980,600.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

Note to Rows 8 and 10: Inclusive of 7,640,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D. Note to Row 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025, together with 7,640,000 shares of Issuer's Common Stock issuable upon the exercise of warrants owned by the Reporting Person named above.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

HEC Master Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,980,600.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,980,600.00

11

Aggregate amount beneficially owned by each reporting person

18,980,600.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

Note to Rows 8 and 10: Inclusive of 7,640,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D. Note to Row 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025, together with 7,640,000 shares of Issuer's Common Stock issuable upon the exercise of warrants owned by the Reporting Person named above.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Douglas L. Braunstein

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,279,340.00
8	Shared Voting Power 18,980,600.00
9	Sole Dispositive Power 7,279,340.00
10	Shared Dispositive Power 18,980,600.00

11

Aggregate amount beneficially owned by each reporting person

26,259,940.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 7 and 9: Inclusive of (a) 2,274,446 shares of Issuer's Common Stock owned jointly among Mr. Braunstein and his spouse, including through a trust, (b) 2,270,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D owned jointly among Mr. Braunstein and his spouse and (c) 703,402 shares underlying certain options exercisable within 60 days of the date of this Schedule 13D. Note to Rows 8 and 10: Inclusive of 7,640,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D. Note to Row 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025, together with 9,910,000 shares of Issuer's Common Stock issuable upon the exercise of warrants owned by the Reporting Person named above and 703,402 shares of Issuer's Common Stock underlying certain options owned by the Reporting Person named above.

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. 2 to Schedule 13D (this "Amendment No. 2") relates to the Schedule 13D filed on July 2, 2021 (the "Initial 13D", as amended by Amendment No. 1 thereto filed November 17, 2021, and, as amended and supplemented through the date of this Amendment No. 2, collectively, the "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. 2 shall have the meanings set forth in the Schedule 13D.
Item 2.	Identity and Background
(c)	The last sentence of Item 2(c) is hereby amended and restated in its entirety as follows: The principal business address for each of the Reporting Persons is c/o Talkspace, Inc., 622 Third Avenue, New York, New York 10017.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by the following: The information provided in Item 6 is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) and 5(b) are each hereby amended and supplemented to incorporate by reference the information provided in the cover pages and in response to Item 1 of this Amendment No. 2.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented by the following: Merger Agreement On March 9, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with 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"). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent. Voting Agreement On March 9, 2026, concurrently with the execution of the Merger Agreement, Parent entered into a voting agreement with certain Reporting Persons, solely in their capacities as stockholders of the Issuer, pursuant to which, among other things, the Reporting Persons (collectively, the "Holders"), among other things, to vote all of their shares of the Issuer's Common Stock beneficially owned (A) in favor of adopting the Merger Agreement and any other actions contemplated by the Merger Agreement in respect of which the approval of the Company's stockholders is requested, (B) against any alternative takeover proposal from a third party and (C) against any other action that would reasonably likely be intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, affect in an adverse manner or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. The Voting Agreement will terminate upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time (as defined in the Merger Agreement), (iii) the entry, without the prior written consent of the applicable Holders, into any material modification or amendment to the Merger Agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to such Holders pursuant to the Merger Agreement as in effect on the date of the Voting Agreement and (iv) with respect to any Holder, the mutual written agreement of such Holder and Parent. The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Voting Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented by the following: 99.1. Form of Voting Agreement (incorporated by reference to Exhibit 99.1 of the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 9, 2026).

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:	03/10/2026

Hudson Executive Capital LP

Signature:	/s/ Douglas L. Braunstein
Name/Title:	Douglas L. Braunstein, Managing Member
Date:	03/10/2026

HEC Master Fund LP

Signature:	/s/ Douglas L. Braunstein
Name/Title:	Douglas L. Braunstein, Investment Manager
Date:	03/10/2026

Douglas L. Braunstein

Signature:	/s/ Douglas L. Braunstein
Name/Title:	Douglas L. Braunstein
Date:	03/10/2026

FAQ

How many Talkspace (TALK) shares does Douglas L. Braunstein beneficially own?

Douglas L. Braunstein reports beneficial ownership of 26,259,940 Talkspace common shares, representing 14.9% of the company. This total includes jointly held shares with his spouse, warrants and options exercisable within 60 days, and shares held through related entities.

What is Hudson Executive Capital’s ownership stake in Talkspace (TALK)?

Hudson Executive Capital–related entities each report beneficial ownership of 18,980,600 Talkspace common shares, representing 11% of the class. This figure includes 7,640,000 shares issuable upon exercise of warrants that are exercisable within 60 days of the filing date.

What merger involving Talkspace (TALK) is described in this Schedule 13D/A?

The filing describes a Merger Agreement dated March 9, 2026, under which a subsidiary of Universal Health Services, Inc. will merge with Talkspace. After completion, Talkspace will survive as an indirect wholly owned subsidiary of Universal Health Services.

What does the Voting Agreement require Talkspace (TALK) holders to do?

Under the Voting Agreement, certain reporting persons agree to vote all their Talkspace shares in favor of adopting the Merger Agreement, against any alternative takeover proposal, and against actions reasonably expected to materially impede, delay, or prevent consummation of the merger transactions.

When does the Talkspace (TALK) Voting Agreement terminate?

The Voting Agreement terminates on the earliest of: valid termination of the Merger Agreement, the merger’s Effective Time, specified adverse amendments to merger consideration without the applicable holder’s consent, or mutual written agreement between the applicable holder and Universal Health Services.

How is the 14.9% beneficial ownership for Talkspace (TALK) calculated?

The 14.9% figure is based on 165,656,124 Talkspace shares outstanding as of November 4, 2025, plus 9,910,000 shares issuable upon warrant exercise and 703,402 shares underlying options held by Braunstein that are exercisable within 60 days of the filing.