Talkspace, Inc. — fact timeline

Talkspace, Inc. shareholders rejected Advisory (non-binding) vote on compensation that may be paid or become payable to named executive officers in connection with the Merger at the 2026-05-29 meeting.

“2. Proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the Merger (the “ Advisory Compensation Proposal ”), as described in the Proxy Statement. Set forth below are the voting results for the Advisory Compensation Proposal, which was not approved by the Company’s common stockholders, receiving the affirmative vote of approximately 41.98% of the votes cast (excluding abstentions and broker non-votes) by the Company’s stockholders on the Advisory Compensation Proposal at the Special Meeting. Votes For Votes Against Abstentions Broker Non-Votes 51,824,667.14 68,627,520 2,990,303 —”

Talkspace, Inc. shareholders approved Adoption of Agreement and Plan of Merger with Universal Health Services, Inc. at the 2026-05-29 meeting.

“1. Proposal to adopt the Agreement and Plan of Merger, dated as of March 9, 2026 (the “ Merger Agreement ”), by and among the Company, Universal Health Services, Inc., a Delaware corporation (“ UHS ”), UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of UHS (“ Merger Sub ”), pursuant to which and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “ Merger ”), with the Company continuing as the surviving corporation in the Merger as an indirect wholly owned subsidiary of UHS (the “ Merger Proposal ”), as described in the Proxy Statement. Set forth below are the voting results for the Merger Proposal, which was approved by the Company’s common stockholders, receiving the affirmative vote of approximately 73.48% of the shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. Votes For Votes Against Abstentions Broker Non-Votes 123,082,042.14 331,508 28,940 —”

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

“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 ”).”

Ian Harris was appointed as Chief Financial Officer at Talkspace, Inc..

“Effective as of May 20, 2024, the Board has appointed Ian Harris as Chief Financial Officer to succeed Ms. Fulk.”

Jennifer Fulk departed as Chief Financial Officer at Talkspace, Inc..

“Jennifer Fulk and the Company have mutually agreed that Ms. Fulk will step down from her position as Chief Financial Officer, effective as of May 20, 2024.”

Talkspace, Inc. reported the quarter ended March 31, 2024 results: revenue $45,416, net income $(1,466). Guidance reaffirmed.

“of eligible lives at period end (in millions) 131.4 34% Number of completed Payor sessions 284.2 65% Number of Consumer active members at period end 11.1 (26)% Total revenue $45,416 36% Gross profit $21,731 30% Gross margin % 47.8% Operating expenses $23,410 (9)% Net loss $(1,466) 83% Adjusted EBITDA 1 $774 112% Cash and cash equivalents at period end”

Talkspace, Inc. reported the year ended December 31, 2023 results: revenue $150.0 million, net income $(19.2) million. Guidance initiated.

“Full Year 2023 Key Performance Metrics • Revenue increased 25% over the prior year to $150.0 million, driven by a 123% year-over-year increase in Payor revenue and a 19% year-over-year increase in DTE revenue; partially offset by a 35% year-over-year consumer revenue decline. • Gross profit increased 23% over the prior year to $74.4 million, and gross margin declined to 49.6% from 50.5% year-over-year, driven by a shift in revenue mix towards Payor. • Operating expenses were $97.6 million, down 32% year-over-year, driven by a reduction across all of our operating cost categories. • Net loss was $(19.2) million, an improvement from $(79.7) million net loss in 2022, primarily driven by lower operating expenses, and an increase in revenue.”

Talkspace, Inc. reported the three months ended December 31, 2023 results: revenue $42.4 million, net income $(1.3) million. Guidance initiated.

“Fourth Quarter 2023 Key Performance Metrics • Revenue increased 40% over the prior-year period to $42.4 million, driven by a 138% year-over-year increase in Payor revenue and a 3% year-over-year increase in DTE revenue; partially offset by a 26% year-over-year consumer revenue decline. • Gross profit increased 30% over the prior-year period to $21.0 million, and gross margin declined to 49.4% from 53.5% year-over-year, driven by a shift in revenue mix towards Payor consistent with our strategic objectives. • Operating expenses were $23.6 million, down 37% year-over-year, driven by a reduction across all of our operating cost categories. • Net loss was $(1.3) million, an improvement from $(18.3) million net loss in the fourth quarter of 2022, primarily driven by lower operating expenses, and an increase in revenue.”

Liat Ben-Zur was appointed as Director at Talkspace, Inc..

“On December 1, 2023, after reviewing the qualifications, experience and independence of Ms. Liat Ben-Zur and Ms. Swati Abbott (the “New Directors”) and, after recommendation by the Nominating and Corporate Governance Committee, the Board appointed the New Directors via unanimous written consent.”

Swati Abbott was appointed as Director at Talkspace, Inc..

“On December 1, 2023, after reviewing the qualifications, experience and independence of Ms. Liat Ben-Zur and Ms. Swati Abbott (the “New Directors”) and, after recommendation by the Nominating and Corporate Governance Committee, the Board appointed the New Directors via unanimous written consent.”

Talkspace, Inc. reported the third quarter ended September 30, 2023 results: revenue $38,646, net income $(4,414). Guidance reaffirmed.

“113 31% 113 31% Number of completed B2B sessions during the period 228.6 105% 600.8 102% Number of Consumer active members at period end 13.3 (26)% 13.3 (26)% Total revenue $38,646 32% $107,627 20% Gross profit $18,849 29% $53,409 21% Gross margin % 48.8% 49.6% Operating expenses $24,028 (30)% $74,035 (30)% Net loss $(4,414) 75% $(17,876) 71% Adjusted EBITDA”

Talkspace, Inc. shareholders approved To approve, on an advisory basis, the compensation of the Company's named executive officers at the 2023-10-10 meeting.

“Proposal 4 : To approve, on an advisory basis, the compensation of the Company's named executive officers: For Against Abstain Broker Non-Votes 79,884,521 2,405,762 770,496 47,866,615”

Talkspace, Inc. shareholders approved To ratify the audit committee's selection of Kost, Forer, Gabby & Kasierer, a member of Ernst & Young Global as the Company's independent auditors for the fiscal year 2023 at the 2023-10-10 meeting.

“Proposal 3 : To ratify the audit committee's selection of Kost, Forer, Gabby & Kasierer, a member of Ernst & Young Global as the Company's independent auditors for the fiscal year 2023: For Against Abstain Broker Non-Votes 130,493,545 410,114 23,735 -”

Talkspace, Inc. shareholders rejected Election of Curtis Warfield, Jacqueline Yeaney and Michael Hansen to serve as Class II directors until the 2026 annual meeting at the 2023-10-10 meeting.

“Proposal 2 : If the stockholders approve Proposal 1, to elect Curtis Warfield, Jacqueline Yeaney and Michael Hansen to serve as directors until the 2024 annual meeting or, if the stockholders do not approve Proposal 1, to elect Curtis Warfield, Jackie Yeaney and Michael Hansen to serve as Class II directors until the 2026 annual meeting: Name For Withheld Abstain Broker Non-Votes Curtis Warfield 70,087,306 12,973,473 - 47,866,15 Jacqueline Yeaney 67,910,374 15,150,405 - 47,866,15 Michael Hansen 76,613,302 6,447,477 - 47,866,15”

Talkspace, Inc. shareholders rejected To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors at the 2023-10-10 meeting.

“Proposal 1 : To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors: For Against Abstain Broker Non-Votes 82,062,228 237,293 761,258 47,866,615”

Talkspace, Inc. reported second quarter ended June 30, 2023 results: revenue $35.6 million, net income $(4.7) million. Guidance raised.

“Second Quarter 2023 Key Performance Metrics • Revenue increased 19% over the prior-year period to $35.6 million, driven by an 82% year-over-year increase in the B2B revenue categories, partially offset by a 41% year-over-year consumer revenue decline. • Gross profit increased 22% over the prior-year period to $17.8 million, and gross margin expanded to 50.0% from 48.7% year-over-year, driven by higher network productivity. • Operating expenses were $24.2 million, down 32% year-over-year, driven by a reduction across all our operating cost categories. • Net loss was $(4.7) million, an improvement from $(23.0) million in the second quarter of 2022, primarily driven by lower operating expenses and an increase in revenues. Financial Outlook The following guidance is based on current market conditions and expectations and what the Company knows today. For the Fiscal Year 2023, Talkspace expects: • Revenue to be in the range of $137 million to $142 million, improved from our previous”

Talkspace, Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5450(a)(1)).

“hat for the preceding 30 consecutive business days, the closing bid price of our common stock listed on Nasdaq was below $1.00 per share and therefore we did not comply with the minimum closing bid price requirement for continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1). In anticipation of not regaining compliance with Nasdaq Listing Rule 5450(a)(1) by May 17, 2023, the end of our initial 180-day grace period, we applied to transfer the listing of our common stock to the Nasdaq Capital Market. Forward-Looking Statements This Report on Form 8-K contains”

Talkspace, Inc. reported first quarter ended March 31, 2023 results: revenue $33,336, net income $(8,758). Guidance raised.

“of B2B eligible lives at period end (in millions) 2 98 28 % Number of completed B2B sessions 171.7 90 % Number of B2C active members at period end 15.1 (32 )% Total revenue $ 33,336 11 % Gross profit $ 16,748 11 % Gross margin % 50.2 % 0.4 pts Operating expenses $ 25,787 (29 )% Net loss $ (8,758 ) 57 % Adjusted EBITDA 1 $ (6,430 ) 65 % Cash and cash”

Talkspace, Inc. reported financial results for the fourth quarter and fiscal year 2022.

“Talkspace, Inc. (the “Company”) issued a press release on February 21, 2023 announcing its financial results for the fourth quarter and fiscal year 2022.”

Talkspace, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“November 18, 2022, Talkspace, Inc. (the “ Company ”) received a letter from the Listing Qualifications Department (the “ Staff ”) of the Nasdaq Stock Market (“ Nasdaq ”) notifying the Company that, for the previous 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The Nasdaq letter has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. In accordance w”

Douglas Braunstein departed as Interim Chief Executive Officer at Talkspace, Inc..

“Mr. Douglas Braunstein, who had been serving as Interim Chief Executive Officer since November 2021, stepped down from such position as of the time at which Mr. Cohen’s appointment became effective.”

Dr. Jon R. Cohen was appointed as Chief Executive Officer at Talkspace, Inc..

“the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”) appointed Dr. Jon R. Cohen to the position of Chief Executive Officer of the Company, effective as of November 9, 2022.”

Talkspace, Inc. reported third quarter ended September 30, 2022 results: revenue $29,332, net income $(17,983).

“B2B eligible lives (in millions) 86.1 52 % 86.1 52 % Number of completed B2B sessions 111.4 56 % 298.0 55 % Number of B2C active members 1 17.9 (36 )% 17.9 (36 )% Total revenue $ 29,332 11 % $ 89,326 6 % Gross profit $ 14,595 3 % $ 44,163 (13 )% Gross margin % 49.8 % (4.0) pts 49.4 % (10.7) pts Operating expenses $ 34,446 (13 )% $ 106,290 (8 )% Net loss $ (17,983”

Samara Braunstein departed as Chief Marketing Officer at Talkspace, Inc..

“On October 17, 2022, Samara Braunstein provided notice to the board of directors of Talkspace, Inc. (the “ Company ”) that she will be departing from her role as Chief Marketing Officer of the Company, effective immediately.”

Michael Hansen was appointed as Class II Director at Talkspace, Inc..

“the Board appointed Mr. Michael Hansen, as a Class II director, effective immediately, to fill the vacancy created by Mr. Berg’s resignation.”

Charles Berg resigned as Director at Talkspace, Inc..

“Charles Berg, a member of the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”), resigned as director of the Company effective as of the 2022 Annual Meeting of Stockholders of the Company.”

Charles Berg resigned as Director at Talkspace, Inc..

“On September 6, 2022, Charles Berg, a member of the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”) , notified the Board of his decision to resign as director of the Company effectively as of the 2022 Annual Meeting of Stockholders of the Company.”

Mark Hirschhorn resigned as President and Chief Operating Officer at Talkspace, Inc..

“On November 22, 2021, Talkspace, Inc. (the "Company") announced the resignation of Mark Hirschhorn, President and Chief Operating Officer, effective immediately.”

Douglas Braunstein was appointed as Interim Chief Executive Officer at Talkspace, Inc..

“Effective as of November 15, 2021, the Board appointed Douglas Braunstein, Chairman of the Board, to serve as Interim Chief Executive Officer while the Board conducts a formal search for a world-class chief executive officer to succeed Mr. Frank.”

Roni Frank departed as Head of Clinical Services at Talkspace, Inc..

“On November 15, 2021, Oren and Roni Frank, co-founders of Talkspace, Inc. (the “Company”) announced that they will be departing from their respective roles as Chief Executive Officer and Head of Clinical Services and will step down as members of the Company’s Board of Directors (the “Board”), effective immediately.”

Oren Frank departed as Chief Executive Officer at Talkspace, Inc..

“On November 15, 2021, Oren and Roni Frank, co-founders of Talkspace, Inc. (the “Company”) announced that they will be departing from their respective roles as Chief Executive Officer and Head of Clinical Services and will step down as members of the Company’s Board of Directors (the “Board”), effective immediately.”

Mark Hirschhorn resigned as Chief Financial Officer at Talkspace, Inc..

“who on July 15, 2021 resigned from the position of Chief Financial Officer effective July 26, 2021”

Jennifer Fulk was appointed as Chief Financial Officer at Talkspace, Inc..

“On July 15, 2021, the Board of Directors (the “Board”) of Talkspace, Inc. (the “Company”) appointed Jennifer Fulk as Chief Financial Officer of the Company, effective July 26, 2021”