SCHEDULE: Talkspace Merger Completes, Reporting Persons Exit

Talkspace, Inc. has completed its merger with Universal Health Services, Inc., resulting in the conversion of common stock to $5.25 cash per share and the resignation of reporting persons.

Summary

• This filing is an amendment to a Schedule 13D, reporting the consummation of a merger between Talkspace, Inc. (the Issuer) and Universal Health Services, Inc. (Parent) on August 17, 2026.
• The merger resulted in each outstanding share of Talkspace common stock being converted into the right to receive $5.25 in cash.
• Vested stock options and unvested but settled restricted stock units were also cancelled and converted into cash payments.
• As a result of the merger, the reporting persons (HEC Management GP LLC, Hudson Executive Capital LP, HEC Master Fund LP, and Douglas L. Braunstein) no longer beneficially own any securities of Talkspace.
• The reporting persons' voting agreements with Talkspace have terminated.
• Talkspace's common stock will no longer be listed on Nasdaq and will be deregistered under the Exchange Act.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a negative development, as it signifies the complete exit of the reporting persons and the delisting of the company's stock following a merger.

Positives

• Shareholders received $5.25 in cash per share, providing a definitive exit value.
• The merger provides a clear resolution for shareholders and reporting persons.

Negatives

• Talkspace, Inc. ceases to exist as an independent publicly traded entity.
• The common stock will be delisted from Nasdaq, removing public trading liquidity.
• The reporting persons have completely exited their beneficial ownership of the company's securities.

Risks

• The delisting from Nasdaq may impact the ability of former shareholders to easily trade their shares if they received any non-cash consideration or if there are any residual securities.
• The cessation of public reporting means less transparency for any stakeholders who might have an interest in the ongoing operations under new ownership.

Future Outlook

The company will continue operations as an indirect wholly owned subsidiary of Universal Health Services, Inc. The common stock will be deregistered under the Exchange Act and will no longer be listed on Nasdaq.

Management Comments

• Each outstanding share of Common Stock was automatically converted into the right to receive $5.25 in cash, without interest.
• Each vested stock option was cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price.
• Each restricted stock unit that was vested, but not yet settled, was cancelled and converted into the right to receive the Merger Consideration.
• 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.

Industry Context

StockSavvy.ai notes that the consolidation of companies in the telehealth and healthcare services sector is an ongoing trend, often driven by the need for scale, integration of services, and access to capital. This merger aligns with that broader industry movement.

Management Changes

Stakeholder Impact

• Shareholders: Received $5.25 cash per share, providing a complete exit from their investment in Talkspace, Inc.
• Reporting Persons: Have completely exited their beneficial ownership and voting power in Talkspace, Inc.
• Employees: Operations will continue under new ownership (Universal Health Services, Inc.), with potential changes in roles or integration.
• Creditors: The company's obligations will now be under the umbrella of Universal Health Services, Inc.

Next Steps

• Deregistration of common stock under the Exchange Act.
• Cessation of Nasdaq listing.

Key Dates

Keywords

merger, acquisition, Talkspace, Universal Health Services, cash consideration, delisting, Schedule 13D