{"filing":{"accession_number":"0000950157-26-000907","cik":"0001803901","ticker":"TALKW","company_name":"Talkspace, Inc.","form":"8-K","filing_date":"2026-08-17","report_date":"2026-08-17","primary_document":"form8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1803901/000095015726000907/form8-k.htm"},"events":[{"id":28167,"run_id":25752,"accession_number":"0000950157-26-000907","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Universal Health Services completed its acquisition of Talkspace, Inc. on August 17, 2026, for approximately $870.6 million in cash consideration ($5.25 per share), converting all outstanding Talkspace common stock and resulting in Talkspace becoming a wholly-owned subsidiary of UHS.","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17","form":"8-K","submitted_at":null,"items":[{"id":30001,"accession_number":"0000950157-26-000907","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of Universal Health Services' acquisition of Talkspace, Inc. The filing describes the merger effective time, conversion of Talkspace common stock into $5.25 per share cash consideration, and treatment of equity awards. The accompanying press release confirms the transaction closed on August 17, 2026, after regulatory approvals. This is a material acquisition completion that materially affects Talkspace shareholders and the registrant's capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30003,"accession_number":"0000950157-26-000907","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 3.03 discloses the completion of Universal Health Services' acquisition of Talkspace, Inc., announced March 9, 2026 and closed August 17, 2026. The merger converted all outstanding Talkspace common shares into the right to receive merger consideration, fundamentally altering security holders' rights. The press release confirms successful completion of the transaction, creating a combined behavioral healthcare entity. This is a material acquisition completion triggering a change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30005,"accession_number":"0000950157-26-000907","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a merger in which Universal Health Services acquired Talkspace for approximately $870.6 million in cash consideration, resulting in a change of control and Talkspace becoming an indirect wholly owned subsidiary of UHS. This is a material acquisition transaction disclosed under Item 5.01 (Changes in Control of Registrant), with the press release confirming the successful completion of the acquisition on August 17, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30009,"accession_number":"0000950157-26-000907","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the consummation of Universal Health Services' acquisition of Talkspace, Inc., announced on March 9, 2026 and completed on August 17, 2026. The joint press release explicitly states \"Universal Health Services, Inc. Completes Acquisition of Talkspace, Inc.\" and describes the integration of Talkspace's virtual behavioral health platform with UHS's extensive healthcare network. This is a material acquisition completion that would significantly affect investor assessment of Talkspace's status and future operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28168,"run_id":25752,"accession_number":"0000950157-26-000907","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Talkspace notified NASDAQ on August 17, 2026, requesting suspension of trading and filing of Form 25 to delist and deregister its common stock under Section 12(b) of the Exchange Act, effective 10 days after Form 25 filing, and intends to file Form 15 to terminate registration under Section 12(g).","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17","form":"8-K","submitted_at":null,"items":[{"id":30002,"accession_number":"0000950157-26-000907","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Talkspace notified NASDAQ on August 17, 2026, requesting suspension of trading and filing of Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Exchange Act, effective 10 days after Form 25 filing. The company also intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a direct delisting notification triggered by the completion of the merger with Universal Health Services, Inc., making Talkspace a wholly-owned subsidiary and thus no longer a public company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28169,"run_id":25752,"accession_number":"0000950157-26-000907","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Talkspace amended and restated its certificate of incorporation and bylaws in connection with the merger completion, with the bylaws substantially similar to Merger Sub's bylaws and indemnification protections preserved.","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17","form":"8-K","submitted_at":null,"items":[{"id":30008,"accession_number":"0000950157-26-000907","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 discloses routine amendments to the Company's certificate of incorporation and bylaws in connection with the merger completion. The Charter and Bylaws were amended and restated to reflect the merger, with the Bylaws substantially similar to Merger Sub's bylaws and indemnification protections preserved. This is a standard governance disclosure accompanying a merger closing, not a material governance event in itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":30001,"accession_number":"0000950157-26-000907","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of Universal Health Services' acquisition of Talkspace, Inc. The filing describes the merger effective time, conversion of Talkspace common stock into $5.25 per share cash consideration, and treatment of equity awards. The accompanying press release confirms the transaction closed on August 17, 2026, after regulatory approvals. This is a material acquisition completion that materially affects Talkspace shareholders and the registrant's capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17"},{"id":30002,"accession_number":"0000950157-26-000907","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Talkspace notified NASDAQ on August 17, 2026, requesting suspension of trading and filing of Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Exchange Act, effective 10 days after Form 25 filing. The company also intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a direct delisting notification triggered by the completion of the merger with Universal Health Services, Inc., making Talkspace a wholly-owned subsidiary and thus no longer a public company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17"},{"id":30003,"accession_number":"0000950157-26-000907","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 3.03 discloses the completion of Universal Health Services' acquisition of Talkspace, Inc., announced March 9, 2026 and closed August 17, 2026. The merger converted all outstanding Talkspace common shares into the right to receive merger consideration, fundamentally altering security holders' rights. The press release confirms successful completion of the transaction, creating a combined behavioral healthcare entity. This is a material acquisition completion triggering a change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17"},{"id":30005,"accession_number":"0000950157-26-000907","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a merger in which Universal Health Services acquired Talkspace for approximately $870.6 million in cash consideration, resulting in a change of control and Talkspace becoming an indirect wholly owned subsidiary of UHS. This is a material acquisition transaction disclosed under Item 5.01 (Changes in Control of Registrant), with the press release confirming the successful completion of the acquisition on August 17, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17"},{"id":30007,"accession_number":"0000950157-26-000907","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.02 discloses director resignations and appointments, the substance of this filing is the completion of Universal Health Services' acquisition of Talkspace. The Item 5.02 section explicitly states \"The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02,\" and the press release confirms \"Universal Health Services, Inc. Completes Acquisition of Talkspace, Inc.\" The director changes are a direct consequence of the merger's consummation, not the principal event. This is a material acquisition completion that fundamentally changes Talkspace's ownership and control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17"},{"id":30008,"accession_number":"0000950157-26-000907","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 discloses routine amendments to the Company's certificate of incorporation and bylaws in connection with the merger completion. The Charter and Bylaws were amended and restated to reflect the merger, with the Bylaws substantially similar to Merger Sub's bylaws and indemnification protections preserved. This is a standard governance disclosure accompanying a merger closing, not a material governance event in itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17"},{"id":30009,"accession_number":"0000950157-26-000907","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the consummation of Universal Health Services' acquisition of Talkspace, Inc., announced on March 9, 2026 and completed on August 17, 2026. The joint press release explicitly states \"Universal Health Services, Inc. Completes Acquisition of Talkspace, Inc.\" and describes the integration of Talkspace's virtual behavioral health platform with UHS's extensive healthcare network. This is a material acquisition completion that would significantly affect investor assessment of Talkspace's status and future operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T13:10:52.905296+00:00","company_name":"Talkspace, Inc.","ticker":"TALKW","filing_date":"2026-08-17"}]}