Talkspace (TALK) Proxy Filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Universal Health Services (UHS), aiming to create the first nationally scaled, end-to-end behavioral healthcare continuum in the U.S.

• The combination leverages UHS's hospital network and Talkspace's technology-driven mental health platform to expand access and integrate care.

• The transaction is positioned as a strategic step to improve patient care, drive innovation, and deliver service integration across all levels of behavioral health.

• Talkspace will continue to operate as an independent entity and wholly owned subsidiary within UHS's Behavioral Health Division.

• Communications emphasize operational continuity and ongoing commitment to high-quality clinical outcomes and innovation.

Voting matters and shareholder proposals

• Completion of the transaction is subject to approval by Talkspace's stockholders and satisfaction of customary closing conditions, including regulatory approvals.

• Proxy materials, including preliminary and definitive proxy statements, will be filed with the SEC for shareholder review and vote.

• Shareholders are urged to read all relevant documents filed with the SEC for important information about the proposed transaction.

Board of directors and corporate governance

• Directors, executive officers, and certain employees may be deemed participants in the solicitation of proxies for the transaction.

• Information about directors and executive officers, including changes in their holdings, will be disclosed in the proxy statement and related SEC filings.