Talkspace (TALK) Proxy Filing summary

Executive summary

• Universal Health Services (UHS) has entered into a definitive agreement to acquire Talkspace for $5.25 per share, valuing the transaction at approximately $835 million, to be financed through UHS's existing credit facility.

• The acquisition aims to create a nationally scaled, end-to-end continuum in behavioral healthcare, expanding access and integrating virtual and outpatient services.

• Talkspace, with 6,000 licensed professionals, generated $229 million in revenue and delivered over 1.6 million therapy and psychiatry sessions in 2025.

• The transaction is expected to be slightly accretive to UHS's adjusted net income per diluted share in the first year post-closing and increasingly accretive thereafter.

• Closing is anticipated in the third quarter of 2026, pending shareholder and regulatory approvals.

Voting matters and shareholder proposals

• The merger requires approval by Talkspace's stockholders, with proxy materials to be filed and distributed for voting.

• Investors are urged to review the proxy statement and related SEC filings for important information regarding the transaction.

Board of directors and corporate governance

• The transaction was unanimously approved by the Boards of Directors of both UHS and Talkspace.

• Directors, executive officers, and certain employees may be deemed participants in the proxy solicitation for the merger.