A virtual therapy and psychiatry platform that connects users with licensed counselors through text, video, and audio sessions, serving employers, health plans, and individual subscribers. It was founded in 2012 by a husband-and-wife team who credited couples therapy with saving their own marriage and chose the name to evoke a safe space to talk. The company was acquired by Universal Health Services in 2026.
Universal Health Services completes $870.6M acquisition of Talkspace
On August 17, 2026, UHS Merger Subsidiary merged with and into Talkspace, making Talkspace an indirect wholly owned subsidiary of Universal Health Services.
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Each outstanding share of Talkspace common stock was converted into the right to receive $5.25 in cash, with total cash consideration of approximately $870.6 million.
Vested Talkspace stock options and restricted stock units were cancelled for cash, while unvested awards were converted into equivalent equity awards in Universal Health Services Class B common stock.
Talkspace requested delisting from Nasdaq and intends to file Form 15 to terminate its SEC reporting obligations.
The combined company aims to create a full continuum of behavioral healthcare services, integrating Talkspace's virtual platform with UHS's inpatient and outpatient facilities.
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2.01 Completion of Acquisition or Disposition of Assets · 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 3.03 Material Modification to Rights of Security Holders · 5.01 Changes in Control of Registrant · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Talkspace stockholders approve acquisition by Universal Health Services
At a special meeting on May 29, 2026, Talkspace stockholders approved the Merger Agreement with Universal Health Services, Inc. (UHS).
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The Merger Proposal received affirmative votes from approximately 73.48% of outstanding shares entitled to vote, with 123,082,042.14 votes for, 331,508 against, and 28,940 abstentions.
The advisory compensation proposal related to the merger was not approved, receiving approximately 41.98% of votes cast (51,824,667.14 for, 68,627,520 against, 2,990,303 abstentions).
The adjournment proposal was not submitted because sufficient votes were present to approve the merger.
The acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions including state regulatory approvals.
5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Universal Health Services to acquire Talkspace for $5.25 per share, ~$835M enterprise value
The transaction implies an enterprise value of approximately $835 million, to be financed with borrowings under UHS's existing revolving credit facility.
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On March 9, 2026, Talkspace and Universal Health Services announced a definitive merger agreement under which UHS will acquire Talkspace for $5.25 per share.
The merger was unanimously approved by the boards of both companies and is expected to close in the third quarter of 2026, subject to Talkspace stockholder approval and regulatory clearances.
Talkspace will survive as an indirect wholly owned subsidiary of UHS, and the deal is expected to be slightly accretive to UHS's adjusted earnings per share in the first twelve months post-closing.
The companies filed this 8-K under Item 8.01 to disclose the merger agreement and attach the joint press release as Exhibit 99.1.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Talkspace to be acquired by Universal Health Services for $5.25 per share in cash
Talkspace, Inc. entered into a merger agreement with Universal Health Services, Inc. and its subsidiary UHS Merger Subsidiary, Inc. on March 9, 2026.
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Under the terms, each outstanding share of Talkspace common stock will be converted into the right to receive $5.25 in cash, without interest.
The merger is subject to stockholder approval, regulatory waiting periods under the HSR Act and state healthcare laws, and other customary conditions; it is not subject to a financing condition.
The merger agreement includes a termination fee of $32,394,000 payable by Talkspace under certain circumstances, and a 'no-shop' restriction with a 'Superior Proposal' exception.
Voting agreements were entered into with Chairman Douglas L. Braunstein and director Erez Shachar, who collectively own approximately 14% of Talkspace common stock, to vote in favor of the merger.
1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits