Talkspace (TALK) Director Michael Hansen Sells 452,392 Shares

What Happened

• Michael E. Hansen, a director of Talkspace, disposed of a total of 452,392 shares on 2026-08-17 in connection with the company’s merger into Universal Health Services (dispositions to the issuer). The filing shows three dispositions: 203,959 shares, 48,222 shares, and 200,211 shares (the last is a derivative).
• Under the Merger Agreement the stated merger consideration was $5.25 per share. The two non-derivative dispositions (203,959 and 48,222) convert to cash at $5.25/share (≈ $1,323,950 total). The 200,211 derivative shares were cancelled and converted to a cash payment based on the excess of $5.25 over the option exercise price, so the actual cash paid for that piece depends on the option strike; if valued at the full $5.25 it would be ≈ $1,051,108, for a combined maximum of ≈ $2.375M.

Key Details

• Transaction date: 2026-08-17 (Effective Time of the Merger).
• Price reported: N/A on the Form 4; Merger Consideration = $5.25 per share (see footnotes).
• Shares disposed: 203,959; 48,222; 200,211 (derivative).
• Approximate cash: Non-derivative portion ≈ $1.324M; derivative portion depends on option strike (up to ≈ $1.051M). Total up to ≈ $2.38M if all counted at $5.25.
• Shares owned after the transaction: not specified in the provided data.
• Footnotes: F1–F4 explain the closing of the merger, $5.25 per-share cash conversion for common stock and vested RSUs, and the formula for cash-out of vested options (Merger Consideration minus exercise price).
• Filing timing: Reported with a Period of Report of 2026-08-17 (no lateness indicated in the provided information).

Context

• These were dispositions to the issuer as part of a merger cash-out, not open-market sales. Non-derivative shares and vested RSUs were converted to the stated $5.25 per-share cash consideration; vested stock options were cashed out according to the difference between $5.25 and each option’s strike price.
• Such merger-related cash-outs are procedural results of a corporate transaction rather than routine director selling in the public market; they do not necessarily signal the insider’s future view of the business.