Talkspace Completes $870.6M Merger; Stock Delisting Planned

What Happened
Talkspace, Inc. filed an 8-K on August 17, 2026 announcing that its merger with a subsidiary of Universal Health Services, Inc. closed on the same date. At the Effective Time, each outstanding share of Talkspace common stock (except shares canceled or subject to valid appraisal) was converted into the right to receive $5.25 in cash. As a result of the closing, Talkspace became an indirect wholly owned subsidiary of Universal Health Services and a change of control occurred.

Key Details

• Cash per share: $5.25 in cash paid for each outstanding share of Talkspace common stock (other than canceled or validly appraised shares).
• Total consideration: approximately $870.6 million paid to Talkspace equityholders; Parent funded the transaction with borrowings under its credit facilities.
• Equity award treatment: vested stock options and vested RSUs were cancelled and paid in cash (options paid the excess of $5.25 over exercise price; vested RSUs paid $5.25 per share); unvested options/RSUs converted into equivalent awards in Parent Class B common stock using an Exchange Ratio.
• Market listing and reporting: Talkspace halted trading before the open on the Closing Date and notified NASDAQ it requested suspension of trading and filing of Form 25 to delist; the company intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting under Sections 13 and 15(d).
• Charter and bylaws: Talkspace’s certificate of incorporation and bylaws were amended and restated at the Effective Time (filed as Exhibits 3.1 and 3.2).
• Press release: a joint press release announcing the closing was attached as Exhibit 99.1.

Why It Matters
For investors, the deal fixes the exit price at $5.25 per share in cash (subject to appraisal rights), so public shareholders receive cash consideration rather than continuing public equity exposure. The company’s stock will be delisted and reporting obligations will be suspended following standard SEC and NASDAQ procedures, meaning Talkspace will no longer trade on NASDAQ or file regular public reports after those actions become effective. The treatment of options and RSUs is important for employees and option holders—vested awards were cashed out, while unvested awards were converted into Parent equity.