Universal Health Services to Acquire Talkspace for $5.25 per Share

Universal Health Services (UHS) announced that it has entered into a definitive agreement to acquire Talkspace (TALK) for $5.25 per share. The enterprise value for the transaction is approximately $835M, which UHS intends to finance with borrowings pursuant to its existing revolving credit facility. Talkspace is a virtual behavioral healthcare company, with a network of approximately 6,000 licensed professionals that serve all 50 states, Washington, D.C., and Puerto Rico. As of December 31, 2025, Talkspace's services were available to more than 200M individuals through their health insurance plans, employee assistance programs, or as a benefit through their employer, school or government agency. Talkspace generated $229M in revenue and provided more than 1.6M therapy and psychiatry sessions in 2025. Excluding one-time costs related to the acquisition, the transaction is expected to be slightly accretive to UHS' adjusted net income attributable to UHS per diluted share duringthe first twelve months post-closing and increasingly accretive thereafter. The transaction was unanimously approved by the respective Boards of Directors of UHS and Talkspace. The transaction, which is expected to close during the third quarter of 2026, is subject to approval by Talkspace's stockholders, satisfaction of regulatory approvals and other customary closing conditions.