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Talkspace, Inc. files an amended annual report mainly to add Part III information on directors, executive pay, governance, and major shareholders. The filing also highlights a pending all-cash merger with Universal Health Services under which each Talkspace share is expected to be converted into $5.25 in cash, after which the company would become an indirect wholly owned subsidiary of UHS, delist from Nasdaq, and deregister its stock. The amendment details executive compensation, equity grants, severance and change-in-control protections, and shows a 2025 CEO pay ratio of 33 to 1 versus the median employee. It also describes the Executive Severance Plan, under which leaders could receive substantial cash and full equity acceleration if terminated without cause or for good reason around a change in control.
Talkspace, Inc. files an amended annual report mainly to add Part III information on directors, executive pay, governance, and major shareholders. The filing also highlights a pending all-cash merger with Universal Health Services under which each Talkspace share is expected to be converted into $5.25 in cash, after which the company would become an indirect wholly owned subsidiary of UHS, delist from Nasdaq, and deregister its stock. The amendment details executive compensation, equity grants, severance and change-in-control protections, and shows a 2025 CEO pay ratio of 33 to 1 versus the median employee. It also describes the Executive Severance Plan, under which leaders could receive substantial cash and full equity acceleration if terminated without cause or for good reason around a change in control.
Talkspace, Inc. is asking stockholders to approve a merger agreement under which UHS Merger Subsidiary will merge into Talkspace and Talkspace will become an indirect wholly owned subsidiary of Universal Health Services. At the effective time, each holder of Talkspace common stock will receive $5.25 per share in cash, subject to withholding and appraisal rights. The Board unanimously recommends a vote FOR the merger agreement, and Wells Fargo Securities issued a fairness opinion to the Board. The special meeting is virtual and scheduled for May 29, 2026; the record date was April 13, 2026.
Talkspace, Inc. is asking stockholders to approve a merger agreement under which UHS Merger Subsidiary will merge into Talkspace and Talkspace will become an indirect wholly owned subsidiary of Universal Health Services. At the effective time, each holder of Talkspace common stock will receive $5.25 per share in cash, subject to withholding and appraisal rights. The Board unanimously recommends a vote FOR the merger agreement, and Wells Fargo Securities issued a fairness opinion to the Board. The special meeting is virtual and scheduled for May 29, 2026; the record date was April 13, 2026.
Cohen Jon R reported acquisition or exercise transactions in this Form 4 filing.
Talkspace, Inc. reported that Chief Executive Officer Jon R. Cohen received an equity award of 387,823 restricted stock units (RSUs) on March 31, 2026. Each RSU represents a right to receive one share of common stock. The RSUs vest in 16 substantially equal quarterly installments, conditioned on his continued service. Following this grant, Cohen directly holds 2,951,600 shares of Talkspace common stock.
Cohen Jon R reported acquisition or exercise transactions in this Form 4 filing.
Talkspace, Inc. reported that Chief Executive Officer Jon R. Cohen received an equity award of 387,823 restricted stock units (RSUs) on March 31, 2026. Each RSU represents a right to receive one share of common stock. The RSUs vest in 16 substantially equal quarterly installments, conditioned on his continued service. Following this grant, Cohen directly holds 2,951,600 shares of Talkspace common stock.
Margolin Gil reported acquisition or exercise transactions in this Form 4 filing.
Talkspace, Inc. reported that Chief Technology Officer Gil Margolin received a grant of 58,174 shares of common stock in the form of restricted stock units. Each RSU represents one share and will vest in 16 substantially equal quarterly installments, contingent on his continued service. Following this grant, he holds 330,225 shares directly.
Margolin Gil reported acquisition or exercise transactions in this Form 4 filing.
Talkspace, Inc. reported that Chief Technology Officer Gil Margolin received a grant of 58,174 shares of common stock in the form of restricted stock units. Each RSU represents one share and will vest in 16 substantially equal quarterly installments, contingent on his continued service. Following this grant, he holds 330,225 shares directly.
Talkspace, Inc. disclosed that its Chief Financial Officer, Ian Jiro Harris, received an award of 145,434 shares of common stock in the form of restricted stock units. These RSUs were granted at no cash cost to him and increase his direct holdings to 779,673 shares. The award vests in 16 substantially equal quarterly installments, and each unit converts into one share of common stock as long as he continues serving at the company through each vesting date.
Talkspace, Inc. disclosed that its Chief Financial Officer, Ian Jiro Harris, received an award of 145,434 shares of common stock in the form of restricted stock units. These RSUs were granted at no cash cost to him and increase his direct holdings to 779,673 shares. The award vests in 16 substantially equal quarterly installments, and each unit converts into one share of common stock as long as he continues serving at the company through each vesting date.
Watson Katelyn reported acquisition or exercise transactions in this Form 4 filing.
Talkspace, Inc. reported that Chief Marketing Officer Katelyn Watson received a grant of 38,783 shares of common stock in the form of restricted stock units. The award was granted at $0.00 per share, indicating compensation rather than a market purchase.
The RSUs vest in 16 substantially equal quarterly installments, contingent on her continued service with the company. Following this grant, Watson holds 397,403 shares of Talkspace common stock directly, aligning her compensation more closely with long-term shareholder outcomes.
Watson Katelyn reported acquisition or exercise transactions in this Form 4 filing.
Talkspace, Inc. reported that Chief Marketing Officer Katelyn Watson received a grant of 38,783 shares of common stock in the form of restricted stock units. The award was granted at $0.00 per share, indicating compensation rather than a market purchase.
The RSUs vest in 16 substantially equal quarterly installments, contingent on her continued service with the company. Following this grant, Watson holds 397,403 shares of Talkspace common stock directly, aligning her compensation more closely with long-term shareholder outcomes.
Reilly John Charles reported acquisition or exercise transactions in this Form 4 filing.
Talkspace, Inc. reported that Chief Legal Officer and Secretary John Charles Reilly received a grant of 92,108 restricted stock units of common stock as equity compensation. These RSUs vest in 16 substantially equal quarterly installments, conditioned on his continued service with the company through each vesting date.
Following this award, Reilly directly holds 1,130,793 shares of Talkspace common stock, including the granted RSUs. The transaction reflects a compensation-related equity grant rather than an open‑market purchase or sale.
Reilly John Charles reported acquisition or exercise transactions in this Form 4 filing.
Talkspace, Inc. reported that Chief Legal Officer and Secretary John Charles Reilly received a grant of 92,108 restricted stock units of common stock as equity compensation. These RSUs vest in 16 substantially equal quarterly installments, conditioned on his continued service with the company through each vesting date.
Following this award, Reilly directly holds 1,130,793 shares of Talkspace common stock, including the granted RSUs. The transaction reflects a compensation-related equity grant rather than an open‑market purchase or sale.
Qumra Capital and its affiliates have amended their Schedule 13D on Talkspace, Inc. to reflect a new voting agreement tied to Talkspace’s planned merger with Universal Health Services. Qumra Capital II, L.P. beneficially owns 8,573,437 shares of Talkspace common stock, representing 5.2% of the class, based on 165,656,124 shares outstanding as of November 4, 2025. Managing partner Erez Shachar is deemed to beneficially own 8,947,195 shares, or 5.4% of the class, including shares held through Qumra entities.
Under a Voting Agreement dated March 9, 2026, certain Qumra reporting persons agreed to vote all of their Talkspace shares in favor of adopting the Merger Agreement with Universal Health Services and against alternative takeover proposals or actions that would reasonably be expected to interfere with or delay the merger. The voting commitments end upon specified events, including termination of the Merger Agreement, completion of the merger, or certain adverse amendments to the merger terms affecting consideration to these holders.
Qumra Capital and its affiliates have amended their Schedule 13D on Talkspace, Inc. to reflect a new voting agreement tied to Talkspace’s planned merger with Universal Health Services. Qumra Capital II, L.P. beneficially owns 8,573,437 shares of Talkspace common stock, representing 5.2% of the class, based on 165,656,124 shares outstanding as of November 4, 2025. Managing partner Erez Shachar is deemed to beneficially own 8,947,195 shares, or 5.4% of the class, including shares held through Qumra entities.
Under a Voting Agreement dated March 9, 2026, certain Qumra reporting persons agreed to vote all of their Talkspace shares in favor of adopting the Merger Agreement with Universal Health Services and against alternative takeover proposals or actions that would reasonably be expected to interfere with or delay the merger. The voting commitments end upon specified events, including termination of the Merger Agreement, completion of the merger, or certain adverse amendments to the merger terms affecting consideration to these holders.
The Vanguard Group filed an amendment to its Schedule 13G for Talkspace Inc, reporting beneficial ownership of 0 shares of common stock, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026 that led subsidiaries to report separately. The amendment is signed by Ashley Grim on March 27, 2026 and lists Talkspace's principal executive office at 2578 Broadway, Suite 607, New York, NY.
The Vanguard Group filed an amendment to its Schedule 13G for Talkspace Inc, reporting beneficial ownership of 0 shares of common stock, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026 that led subsidiaries to report separately. The amendment is signed by Ashley Grim on March 27, 2026 and lists Talkspace's principal executive office at 2578 Broadway, Suite 607, New York, NY.
Talkspace, Inc. Chief Marketing Officer Katelyn Watson reported routine tax-related share withholdings tied to vesting equity awards. On the transactions date, a total of 5,550 shares of Talkspace common stock were withheld by the company to cover applicable tax obligations arising from previously granted restricted stock units.
These Form 4 entries are coded as tax-withholding dispositions, not open-market purchases or sales, and reflect no discretionary trading activity. After these withholdings, Watson directly holds 358,620 shares of Talkspace common stock.
Talkspace, Inc. Chief Marketing Officer Katelyn Watson reported routine tax-related share withholdings tied to vesting equity awards. On the transactions date, a total of 5,550 shares of Talkspace common stock were withheld by the company to cover applicable tax obligations arising from previously granted restricted stock units.
These Form 4 entries are coded as tax-withholding dispositions, not open-market purchases or sales, and reflect no discretionary trading activity. After these withholdings, Watson directly holds 358,620 shares of Talkspace common stock.