Talkspace acquired by Universal Health Services for $5.25 per share in cash

Talkspace, Inc.

Talkspace (TALK) enters definitive merger agreement with UHS (UHS); all outstanding shares converted to $5.25 cash.
Voting agreements cover ~14% of shares (Braunstein 9%, Shachar 5%) committed to vote in favor.
Merger subject to stockholder approval, HSR clearance, state healthcare approvals, and no material adverse effect.
Termination fee of $32.4M payable by Talkspace if it accepts a superior proposal.
Expected close by Dec 9, 2026, extendable to Mar 9, 2027; no financing condition.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Talkspace, Inc. entered into Agreement and Plan of Merger with Universal Health Services, Inc. and UHS Merger Subsidiary, Inc. (effective 2026-03-09).

Action: entry
Agreement: merger
Counterparty: Universal Health Services, Inc. and UHS Merger Subsidiary, Inc.
Effective: 2026-03-09

Exact text from the filing

On March 9, 2026, Talkspace, Inc., a Delaware corporation (the “ Company ”), 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 ”).

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319 material agreements filed in the last 30 days. Browse all material agreements →

Talkspace, Inc. filing history →

Source: SEC EDGAR

accession 0000950157-26-000267

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