Changes in Control of Registrant. As a result of the consummation of the Merger, a change of control of the Company occurred on the Closing Date and the Company became an indirect wholly owned subsidiary of Parent. The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the Merger Agreement was approximately $870.6 million. The funds used by Parent to consummate the Merger and complete the related transactions came from borro…

Completion of Acquisition or Disposition of Assets. Merger Agreement On the Closing Date, pursuant to and in accordance with the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the “ Effective Time ”), each outstanding share of the Company’s common stock, par value $0.0001 per share (“ Company Common Stock ”) (other than shares of Company Common Stock to…

Material Modification to Rights of Security Holders. As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the consummation of the Merger, on August 17, 2026, the Company notified the Nasdaq Global Select Market (together with the Nasdaq Stock Market LLC, “ NASDAQ ”) the Merger had occurred and requested that NASDAQ (a) suspend trading of the Company Common Stock and (b) file with the SEC an application on Form 25 to delist and deregister the Company Common Stock under Section 12…

Director: The board composition changed entirely due to a merger transaction, which is a structural corporate event rather than a voluntary executive departure or routine election.

Other Events. As previously announced, on March 9, 2026, Talkspace, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Universal Health Services, Inc., a Delaware corporation (“ Parent ”), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“ Merger Sub ”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Compa…

Other Events. On May 29, 2026, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Forward Looking Statements This communication contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securiti…

Entry into a Material Definitive Agreement Agreement and Plan of Merger On March 9, 2026, Talkspace, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Universal Health Services, Inc., a Delaware corporation (“ Parent ”), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“ Merger Sub ”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will…

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on February 19, 2026 announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed…

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on October 30, 2025 announcing its financial results for the quarter ended September 30, 2025. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “fi…

Regulation FD Disclosure. On Monday, October 6, 2025, Talkspace, Inc. (the “Company”) issued a press release announcing the acquisition of Wisdo Health, a clinically-proven and AI-powered social health and peer support platform. A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the…

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on August 5, 2025 announcing its financial results for the quarter ended June 30, 2025. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “filed” fo…

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on May 6, 2025 announcing its financial results for the quarter ended March 31, 2025. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “filed” for…

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on February 20, 2025 announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed…

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on October 29, 2024 announcing its financial results for the quarter ended September 30, 2024. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “fi…

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on August 6, 2024 announcing its financial results for the quarter ended June 30, 2024. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “filed” fo…

Chief Financial Officer — Jennifer Fulk: Ms. Fulk will step down from her position as Chief Financial Officer, with Mr. Ian Harris appointed to succeed her.

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on May 7, 2024 announcing its financial results for the quarter ended March 31, 2024. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “filed” for…

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on February 22, 2024 announcing its financial results for the quarter and year ended December 31, 2023. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed…

Other Events . On February 22, 2024, the Company announced that its Board of Directors (“Board”) has approved a share repurchase program which authorizes the repurchase of up to $15 million of the currently outstanding shares of the Company’s common stock over a period of twenty-four months beginning on March 1, 2024 (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase shares through various methods, including open market purchases and privately-negotiated tran…

The company expanded its board by two directors, appointing Ms. Liat Ben-Zur and Ms. Swati Abbott.

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on November 2, 2023 announcing its financial results for the third quarter ended September 30, 2023. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to…

Results of Operations and Financial Condition. Talkspace, Inc. (the “Company”) issued a press release on July 27, 2023 announcing its financial results for the second quarter ended June 30, 2023. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto. The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “fil…

Other Events As Talkspace, Inc. (the “Company”) has previously disclosed, in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and in the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 (the “Form 10-Q”), two shareholders of the Company filed derivative lawsuits asserting claims for violations of federal securities laws, breach of fiduciary duty and aiding and abetting the breaches of fiduciary duty relating to the merger wi…

Other Events Regained Compliance with Nasdaq On June 5, 2023, Talkspace, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“ Nasdaq ”) that the Company has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Rule”) for continued listing on The Nasdaq Stock Market. In order to regain compliance with the Rule, the Company’s common stock was required…