SEC Form PREM14A filed by Talkspace Inc.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

☐	Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Under Rule 14a-12

Talkspace, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

 

☐	No fee required

 

☐	Fee paid previously with preliminary materials.

 

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED APRIL 6, 2026

 

Talkspace, Inc.

622 Third Avenue

New York, New York 10017

[ ], 2026

To Our Stockholders:

You are cordially invited to attend a special meeting of stockholders (such meeting, including any adjournment or postponement thereof, we refer to as the “special meeting”) of Talkspace, Inc., a Delaware corporation (which we refer to as the “Company”, “we”, “us” or “our”), to be held on [ ], 2026 at [ ], Eastern time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. You will be able to virtually attend and vote at the special meeting by visiting www.proxydocs.com/TALK and using the 12-digit control number included in the proxy materials. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present or represented by proxy at the special meeting.

As previously announced, on March 9, 2026, the Company entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) with Universal Health Services, Inc., a Delaware corporation (which we refer to as “UHS”), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of UHS (which we refer to as “Merger Sub”). Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (which we refer to as the “merger”), with the Company surviving the merger as an indirect wholly owned subsidiary of UHS (which we refer to as the “surviving corporation”).

If the merger agreement is adopted and the merger is consummated, at the time the merger is consummated (which we refer to as the “effective time”), you will be entitled to receive an amount in cash equal to $5.25 per share, without interest and subject to any required withholding taxes (which we refer to as the “merger consideration”), for each share of common stock, par value $0.0001, of the Company (which we refer to as the “Company common stock”) that you own as of immediately prior to the effective time (other than any shares of Company common stock as to which you properly and validly demand and perfect and have not validly withdrawn appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”) or any shares of Company common stock bearing a legend that such share is subject to forfeiture). If the merger agreement is adopted and the merger is consummated, the Company will become an indirect wholly owned subsidiary of UHS and you will not own shares in the surviving corporation.

In addition, at the effective time, each Company warrant (which we refer to as the “Company warrant”) that is issued and outstanding as of immediately prior to the effective time shall, immediately following the effective time, continue to be outstanding according to its terms; provided that, following the effective time, each Company warrant shall, automatically and without any required action on the part of the holder thereof or any other person, cease to become exercisable for Company common stock and become exercisable solely in exchange for the receipt of the merger consideration with respect to the aggregate number of shares of Company common stock for which such Company warrant was exercisable for immediately prior to the effective time. Pursuant to the Warrant Agreement between Hudson Executive Investment Corp. and Continental Stock Transfer & Trust Company, dated June 8, 2020 (which we refer to as the “warrant agreement”), if a holder properly exercises a Company warrant within 30 days following the Company’s public disclosure of the consummation of the merger in a Current Report on Form 8-K, then the exercise price per share under such Company warrant (which we refer to as the “warrant price”) with respect to such exercise shall be reduced by an amount (in dollars, and in no event less than zero) equal to the difference of (i) the warrant price in effect immediately prior to such reduction minus (ii) (A) the merger consideration minus (B) the Black-Scholes Warrant Value (as defined and determined in accordance with the warrant agreement).

The board of directors of the Company (which we refer to as the “Board”) has carefully reviewed and considered the terms and conditions of the merger agreement, and the transactions contemplated by the merger agreement, including the merger. The Board has unanimously (i) approved (including for the purposes of Section 203 of the DGCL) and declared advisable the merger agreement, the execution, delivery and performance thereof and the consummation of the transactions contemplated thereby, including the merger, (ii) determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, the Company and the Company stockholders, and (iii) directed that the merger agreement be submitted to the Company stockholders entitled to vote thereon and recommended that the Company stockholders vote their shares of Company common stock in favor of the adoption of the merger agreement at the special meeting.

At the special meeting, you will be asked to consider and vote on (i) a proposal to adopt the merger agreement (which we refer to as the “merger agreement proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the merger (which we refer to as the “advisory compensation proposal”) and (iii) a proposal to approve any adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to adopt the merger agreement (which we refer to as the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, and the transactions contemplated by the merger agreement, including the merger. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the merger agreement, and the other transactions contemplated by the merger agreement, including the merger. We encourage you to carefully read the accompanying proxy statement and copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the merger and how it affects you.

Your vote is important regardless of the number of shares of Company common stock that you own. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon at the special meeting. Whether or not you plan to virtually attend the special meeting, we want to make sure your shares are represented at the special meeting. Please follow the voting instructions provided on the enclosed proxy card to submit your vote by the deadline provided therein. The failure to vote your shares of Company common stock on the merger agreement proposal or abstaining from the merger agreement proposal will have the same effect as a vote “AGAINST” the merger agreement proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares will have the same effect as a vote “AGAINST” the merger agreement proposal.

After reading the accompanying proxy statement, please authorize a proxy to vote your shares of Company common stock by completing, dating, signing and returning your proxy card, grant your proxy electronically over the internet or telephonically as described in the accompanying proxy statement or vote your shares by virtually attending and voting at the special meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement entitled “The Special Meeting—Voting Procedures” beginning on page 34. If you virtually attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a broker, bank or other nominee, please follow the instructions you receive from them to vote your shares of Company common stock. Your broker, bank or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: +1 (877) 750-5837 (U.S. and Canada)

               +1 (412) 232-3651 (all other countries)

Brokers and banks may call: +1 (212) 750-5833

On behalf of the Board, thank you for your support.

By Order of the Board of Directors

Sincerely,

 

        

Douglas Braunstein

Chairman of the Board

[ ], 2026

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [ ], 2026, and, together with the enclosed form of proxy card, is first being mailed to the Company stockholders on or about [ ], 2026.

Talkspace, Inc.

622 Third Avenue

New York, New York 10017

[ ], 2026

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [ ], 2026

Notice is hereby given that a special meeting of stockholders (which meeting, including any adjournment or postponement thereof, we refer to as the “special meeting”) of Talkspace, Inc., a Delaware corporation (which we refer to as the “Company”, “we”, “us” or “our”), will be held on [ ], 2026 at [ ], Eastern time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. Company stockholders will be able to virtually attend and vote at the special meeting by visiting www.proxydocs.com/TALK. Whether or not you expect to virtually attend the special meeting, please complete, date, sign and return the proxy card, grant your proxy electronically over the internet or telephonically as described in the accompanying proxy statement, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the special meeting. Even if you have voted by proxy, you may still vote if you virtually attend the special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote online during the special meeting, you must obtain a 12-digit control number from such organization (typically found on their voting instruction form). For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present or represented by proxy at the special meeting. The special meeting will be held for the following purposes:

 

Items of Business:		1.  To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 9, 2026 (which we refer to as the “merger agreement”), by and among the Company, Universal Health Services, Inc., a Delaware corporation (which we refer to as “UHS”), UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of UHS (which we refer to as “Merger Sub”), pursuant to which and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (which we refer to as the “merger”), with the Company continuing as the surviving corporation in the merger as an indirect wholly owned subsidiary of UHS. We refer to this proposal as the “merger agreement proposal”.
		2.  To consider and vote on a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger, which proposal we refer to as the “advisory compensation proposal”.
		3.  To consider and vote on a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to adopt the merger agreement, which proposal we refer to as the “adjournment proposal”.
Record Date:		Only the Company stockholders of record at the close of business on [ ], 2026, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. At the special meeting and for 10 days prior to the special meeting, the names of Company stockholders entitled to vote at the special meeting will be available for inspection by any Company stockholder, for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, at the Company’s principal executive offices located at 622 Third Avenue, New York, New York 10017, by contacting the Corporate Secretary of the Company. In addition, participating Company stockholders who log on to the special meeting using their 12-digit control number will be able to examine the stockholder list during the special meeting by following the instructions provided on the meeting website at www.proxydocs.com/TALK.

General:		The merger agreement proposal must be approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote on the matter. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of Company common stock or vote at the special meeting, fail to instruct your broker, bank or other nominee on how to vote, or abstain from the merger agreement proposal, it will have the same effect as a vote “AGAINST” the merger agreement proposal. Accordingly, your vote is very important regardless of the number of shares of Company common stock that you own. Whether or not you plan to virtually attend the special meeting, we request that you vote your shares of Company common stock. If you virtually attend the special meeting and you are a Company stockholder of record at the close of business on the record date, you may continue to have your shares of Company common stock voted as instructed in your proxy or you may withdraw your proxy and vote your shares of Company common stock at the special meeting. If you fail to authorize a proxy to vote your shares of Company common stock or vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of Company common stock that you own will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the merger agreement proposal.
		The approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such proposal. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of Company common stock or vote at the special meeting, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions will not be considered votes cast and therefore will have no effect on the outcome of the advisory compensation proposal or the adjournment proposal. If a quorum is not present or represented at the special meeting, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the special meeting, present in person, or by remote communication, or represented by proxy, shall have the power to adjourn the special meeting from time to time until a quorum is present or represented. If a quorum is present and represented at the special meeting, the special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary, to obtain additional votes to approve the merger agreement proposal.
		For Company stockholders of record, any proxy may be revoked at any time prior to its exercise by delivery of a properly executed, later-dated proxy card, by authorizing your proxy or voting instructions electronically over the internet or telephonically at a later date than your previously authorized proxy, by submitting a written revocation of your proxy to our Corporate Secretary, or by voting at the special meeting. For Company stockholders that hold their shares in “street name”, you will need to revoke or resubmit your proxy in accordance with the instructions provided by your broker, bank or other nominee. Virtual attendance at the special meeting, in and of itself, will not be sufficient to revoke a previously authorized proxy.
		For more information concerning the special meeting, the merger agreement, and the transactions contemplated by the merger agreement, including the merger, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto.
		The board of directors of the Company (which we refer to as the “Board”) has carefully reviewed and considered the terms and conditions of the merger agreement, and the transactions contemplated by the merger agreement, including the merger. The Board has

		unanimously (i) approved (including for the purposes of Section 203 of the DGCL) and declared advisable the merger agreement, the execution, delivery and performance thereof and the consummation of the transactions contemplated thereby, including the merger, (ii) determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, the Company and the Company stockholders, and (iii) directed that the merger agreement be submitted to the Company stockholders entitled to vote thereon and recommended that the Company stockholders vote their shares of Company common stock in favor of the adoption of the merger agreement at the special meeting.
		Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.
		Whether or not you plan to virtually attend the special meeting, we want to make sure your shares are represented at the meeting. You may cast your vote by authorizing your proxy in advance of the special meeting by internet, telephone or mail. Please sign, date and return, as promptly as possible, the enclosed proxy card in the reply envelope provided or grant your proxy electronically over the internet or telephonically (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting Procedures” beginning on page 34). If you virtually attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.
		Before voting your shares, we urge you to read the accompanying proxy statement carefully, including its annexes and the documents incorporated by reference in the document. Your prompt attention is greatly appreciated.

By Order of the Board of Directors

Sincerely,

 

      

John C. Reilly

Chief Legal Officer, EVP Government Relations, and Corporate Secretary

Dated: [ ], 2026

Table of Contents

 

		Page
SUMMARY			2
The Parties			2
Certain Effects of the Merger; Consideration To Be Received in the Merger			3
The Special Meeting			4
Record Date and Stockholders Entitled to Vote; Vote Required to Approve Each Proposal			4
Voting by Company Directors, Executive Officers and Principal Securityholders			5
Voting Agreements			5
Background of the Merger			6
Recommendation of the Board			6
The Opinion of Wells Fargo Securities, LLC (Annex D)			6
Effects on the Company if the Merger is not Consummated			7
Financing of the Merger			7
Interests of the Company’s Directors and Executive Officers in the Merger			7
Treatment of Company Equity Awards			8
Material U.S. Federal Income Tax Consequences of the Merger			9
Regulatory Approvals in Connection with the Merger			10
Appraisal Rights			10
No Solicitation; Change in Board Recommendation			11
Conditions of the Merger			12
Termination of the Merger Agreement			13
Company Termination Fee			15
Current Price of Common Stock			15
Additional Information			16
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			17
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			28
THE PARTIES			30
Talkspace, Inc.			30
Universal Health Services, Inc.			30
UHS Merger Subsidiary, Inc.			30
THE SPECIAL MEETING			31
Date, Time and Place			31
Purpose of the Special Meeting			31
Recommendation of the Board			31
Registering for the Special Meeting			31
Record Date and Stockholders Entitled to Vote			32
Quorum			32
Vote Required			33
Voting Procedures			34
How Proxies Are Voted			35
Revocation of Proxies			35
Solicitation of Proxies			35
Adjournments			35
Voting by Company Directors, Executive Officers and Principal Securityholders			36
Appraisal Rights			36
Other Matters			38
Assistance			38

 

i

PROPOSAL 1: MERGER AGREEMENT PROPOSAL			39
PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL			40
PROPOSAL 3: ADJOURNMENT PROPOSAL			41
THE MERGER			42
Overview			42
Background of the Merger			42
Recommendation of the Board			55
Reasons for the Merger			56
Certain Unaudited Financial Forecasts			61
Opinion of Wells Fargo			64
Certain Effects of the Merger			70
Effects on the Company if the Merger is not Consummated			71
Financing of the Merger			72
Appraisal Rights			72
Interests of the Company’s Directors and Executive Officers in the Merger			77
Material U.S. Federal Income Tax Consequences of the Merger			86
Regulatory Approvals in Connection with the Merger			88
Delisting and Deregistration of the Common Stock			90
THE MERGER AGREEMENT			91
Explanatory Note Regarding the Merger Agreement			91
Effects of the Merger			91
Closing and Effective Time of the Merger			92
Directors and Officers of the Surviving Corporation			92
Consideration To Be Received in the Merger			92
Canceled Shares			93
Treatment of Company Equity Awards			93
Treatment of Company Warrants			94
Payment for Stock			94
Transfer Books; No Further Ownership Rights			95
Lost, Stolen or Destroyed Certificates			95
Termination of Exchange Fund			95
No Liability			96
Appraisal Rights			96
Representations and Warranties			96
Covenants Regarding Conduct of Business by the Company Pending the Effective Time			99
No Solicitation; Change in Board Recommendation			103
Reasonable Best Efforts			107
Indemnification and Insurance			110
Employee Matters			112
Certain Additional Covenants and Agreements			112
Conditions of the Merger			112
Termination of the Merger Agreement			113
Company Termination Fee			115
Limitation of Liability			116
Fees and Expenses			116
Withholding Taxes			116
Amendment or Supplement			116
Extension of Time, Waiver, etc.			117
Governing Law; Jurisdiction			117
Specific Enforcement			117
UHS Undertaking			117

 

ii

VOTING AGREEMENTS			118
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS			120
MARKET PRICE AND DIVIDEND INFORMATION			123
HOUSEHOLDING			124
FUTURE STOCKHOLDER PROPOSALS			125
WHERE YOU CAN FIND ADDITIONAL INFORMATION			126

Annex A		Agreement and Plan of Merger, by and among Universal Health Services, Inc., UHS Merger Subsidiary, Inc. and Talkspace, Inc., dated as of March 9, 2026		A-1
Annex B		Voting Agreement, by and among Universal Health Services, Inc., HEC Master Fund LP, Douglas L. Braunstein and Braunstein 2015 Trust, dated as of March 9, 2026		B-1
Annex C		Voting Agreement, by and among Universal Health Services, Inc., Qumra Capital II, L.P. and Erez Shachar, dated as of March 9, 2026		C-1
Annex D		Opinion of Wells Fargo Securities, LLC, dated as of March 6, 2026		D-1

 

iii

Talkspace, Inc.

622 Third Avenue

New York, New York 10017

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [    ], 2026

PROXY STATEMENT

This proxy statement contains information relating to a virtual special meeting of stockholders (which meeting, including any adjournment or postponement thereof, we refer to as the “special meeting”) of Talkspace, Inc., a Delaware corporation (which we refer to as the “Company”, “we”, “us” or “our”). All references to “UHS” refer to Universal Health Services, Inc., a Delaware corporation; and all references to “Merger Sub” refer to UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of UHS. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of March 9, 2026, by and among the Company, UHS and Merger Sub, as the “merger agreement”.

The special meeting will be held on [    ], 2026, at [    ], Eastern time (unless the special meeting is postponed or adjourned), in a virtual-only meeting format. The Company stockholders will be able to virtually attend and vote at the special meeting by visiting www.proxydocs.com/TALK and using the 12-digit control number included in the proxy materials. We are furnishing this proxy statement to holders (which we refer to as the “Company stockholders”) of common stock, par value $0.0001 per share, of the Company (which we refer to as “Company common stock”) as part of the solicitation of proxies by the Company’s board of directors (which we refer to as the “Board”), for exercise at the special meeting and at any adjournments or postponements thereof. This proxy statement is dated [    ], 2026, and is first being mailed to Company stockholders on or about [    ], 2026.

 

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger, and the merger agreement. These questions and answers may not address all questions that may be important to you as a stockholder. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement. You may obtain, without charge, copies of documents incorporated by reference into this proxy statement by following the instructions under the section of this proxy statement entitled “Where You Can Find Additional Information” beginning on page 126.

 

Q:	Why am I receiving this proxy statement?

 

A:	On March 9, 2026, the Company entered into the merger agreement with UHS and Merger Sub. Pursuant to the merger agreement, Merger Sub will be merged with and into the Company with the Company surviving the merger as an indirect wholly owned subsidiary of UHS.

You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the merger agreement proposal and the other matters to be voted on at the special meeting described below under “What proposals will be considered at the special meeting?” beginning on page 19.

 

Q:	What is a proxy?

 

A:

A proxy is a Company stockholder’s legal designation of another person to vote shares owned by such Company stockholder on their behalf. If you hold your shares of Company common stock as a stockholder of record, you can vote by proxy over the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares of Company common stock beneficially in “street name”, you should follow the voting instructions provided by your broker, bank or other nominee. Jon Cohen, Ian Harris and John Reilly, each of them with full power of substitution, have been designated as proxies for the special meeting.

 

Q:	As a holder of Company common stock, what will I receive if the merger is completed?

 

A:

If the merger is consummated, for each share of Company common stock that you own as of immediately prior to the effective time, you will be entitled to receive the merger consideration of $5.25 in cash, without interest and subject to any applicable withholding taxes, unless you have properly exercised, perfected and not validly withdrawn or otherwise lost your appraisal rights under the DGCL with respect to such shares of Company common stock, and certain other conditions under the DGCL are satisfied (as described in more detail in the section of this proxy statement entitled “The Merger—Appraisal Rights” beginning on page 72). If the merger is consummated, you will not own shares in the surviving corporation.

The receipt of the merger consideration pursuant to the merger agreement will be a taxable transaction for U.S. federal income tax purposes. Please see the section of this proxy statement entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 86 for a more detailed description of the U.S. federal income tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your U.S. federal, state and local and/or non-U.S. taxes.

 

Q:	When and where is the special meeting of our stockholders?

 

A:

The special meeting of Company stockholders will be held on [    ], 2026 at [    ], Eastern time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. Company stockholders will be able to virtually attend and vote at the special meeting by visiting www.proxydocs.com/TALK and using the 12-digit control number included in the notice, proxy card or instructions that accompanied the proxy materials. We encourage you to access the special meeting before the start time of [    ], Eastern time. Please allow ample time to log into the special meeting and test your computer systems.

 

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Q:	Who is entitled to virtually attend and vote at the special meeting?

 

A:

Only Company stockholders of record at the close of business on [    ], 2026, the record date for the special meeting, or those with a valid proxy from a broker that held shares of Company common stock on the record date, will be entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. As of the close of business on the record date, there were [    ] shares of Company common stock issued and outstanding and entitled to vote. Each Company stockholder is entitled to one vote per share of Company common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

 

•

If at the close of business on [    ], 2026, you were a “record” holder of Company common stock (in other words, if your shares were registered directly in your name with the transfer agent, Vinyl Equity, Inc.), you may vote at the special meeting or vote by proxy. Whether or not you plan to virtually attend the special meeting, we encourage you to vote by proxy over the telephone or on the internet as instructed below or, if applicable, complete, date, sign and return the proxy card mailed to you to ensure your vote is counted.

 

•

If at the close of business on [    ], 2026, you were the beneficial owner of Company common stock held in “street name” (in other words, if your Company common stock is held in the name of your broker, bank or other nominee), the proxy materials should be forwarded to you by your broker, bank or other nominee. The broker, bank or other nominee is considered the stockholder of record for purposes of voting your shares at the special meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. You are also invited to virtually attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares at the special meeting unless you request and obtain, and present at the special meeting, a legal proxy from your broker, bank or other nominee.

For additional information on how to vote at the special meeting, please see the section of this proxy statement entitled “The Special Meeting—Voting Procedures” beginning on page 34.

At the special meeting and for 10 days prior to the special meeting, the names of Company stockholders entitled to vote at the special meeting will be available for inspection by any Company stockholder, for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, at the Company’s principal executive offices located at 622 Third Avenue, New York, New York 10017, by contacting the Corporate Secretary of the Company. Participating Company stockholders who log on to the special meeting using their 12-digit control number will be able to examine the stockholder list during the special meeting by following the instructions provided on the meeting website at www.proxydocs.com/TALK.

 

Q:	How do I virtually attend the special meeting?

 

A:

The special meeting will be a completely virtual meeting of stockholders and will be conducted via live webcast. You are entitled to virtually attend the special meeting only if you were a stockholder of record or were the beneficial owner of Company common stock held in “street name” at the close of business on [    ], 2026, the record date for the special meeting. Company stockholders of record will be able to virtually attend and vote at the special meeting by visiting www.proxydocs.com/TALK and using the 12-digit control number included in the notice, proxy card or instructions that accompanied the proxy materials. Beneficial owners of Company common stock held in “street name” may virtually attend the special meeting, but may vote online at the special meeting only if they obtain a 12-digit control number from their broker (typically found on their voting instruction form). If you hold your shares in street name and want to participate in the special meeting but did not receive a 12-digit control number, you must contact your broker for instructions to access the special meeting.

The special meeting webcast will begin promptly at [    ], Eastern time on [    ], 2026. Online access will begin at [    ], Eastern time, and we encourage you to access the special meeting prior to

 

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the start time. The virtual meeting platform is fully supported across browsers and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. We will have technicians ready to assist you with any technical difficulties you may have. You will have the ability to test the systems before the special meeting starts, and a technical support phone number will be provided when the meeting opens.

 

Q:	What proposals will be considered at the special meeting?

 

A:	At the special meeting, Company stockholders will be asked to consider and vote on the following proposals:

 

•

the merger agreement proposal;

 

•

the advisory compensation proposal; and

 

•

the adjournment proposal.

For additional information on the proposals, please see the sections of this proxy statement that describe each proposal beginning on page 39.

 

Q:	What constitutes a quorum for purposes of the special meeting?

 

A:

The presence at the special meeting of the holders of a majority in voting power of the shares of the capital stock of the Company issued and outstanding and entitled to vote in person, or by remote communication, or represented by proxy, constitutes a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. Abstentions and broker non-votes will be counted toward the quorum requirement. If a quorum is not present or represented by proxy at the special meeting, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the special meeting, present in person, or by remote communication or represented by proxy, shall have the power to adjourn the special meeting from time to time until a quorum is present or represented. At such adjourned special meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the special meeting as originally noticed.

 

Q:	What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

 

A:	If you encounter technical difficulties accessing the special meeting during the check-in time or during the special meeting, a support line will be available on the login page of the virtual meeting website.

 

Q:	What vote of Company stockholders is required to approve each of the proposals?

 

A:

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the matter. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

 

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The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such proposal at the special meeting (whether or not a quorum is present). Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

A broker “non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. Because none of the proposals to be voted on at the special meeting is a routine matter for which nominees may have discretionary authority to vote, the Company does not expect any broker non-votes at the special meeting. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the special meeting without receiving instructions. You should consult your bank, broker or other nominee holder if you have questions about this. If there are any broker non-votes, they would have the effect of a vote “AGAINST” the merger agreement proposal and have no effect on the advisory compensation proposal and the adjournment proposal.

 

Q:	How does the Board recommend that I vote?

 

A:	The Board recommends that Company stockholders vote:

 

•

“FOR” the merger agreement proposal;

 

•

“FOR” the advisory compensation proposal; and

 

•

“FOR” the adjournment proposal.

For a discussion of the factors that the Board considered in determining to recommend “FOR” the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Reasons for the Merger” beginning on page 56.

In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company stockholders generally. Please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 77.

 

Q:	How do the Company’s directors and executive officers intend to vote?

 

A:	As of [    ], 2026, the directors and executive officers of the Company beneficially owned in the aggregate [    ] shares of Company common stock, or approximately [  ]% of the outstanding shares of Company common stock.

As described in the section of this proxy statement entitled “Voting Agreements” beginning on page 118, the voting agreement stockholders have committed to vote in favor of the approval of the merger agreement proposal. Although none of the other directors or executive officers are obligated to vote to approve the merger agreement proposal, we currently expect that each of these individuals will vote all of his or her shares of Company common stock “FOR” each of the proposals to be presented at the special meeting.

Subject to certain termination rights as described in the section of this proxy statement entitled “Voting Agreements”, the voting agreement stockholders entered into voting agreements with UHS pursuant to which the voting agreement stockholders agreed, among other things, to vote or cause to be voted all of Mr. Braunstein’s subject shares and Mr. Shachar’s subject shares, as applicable, (i) in favor of adopting the

 

20

merger agreement and any other actions contemplated by the merger agreement in respect of which the approval of the Company stockholders is requested; (ii) against any alternative takeover proposal from a third party, whether or not constituting a superior proposal; and (iii) against any action, proposal, transaction or agreement involving the Company or any of its subsidiaries or any of the affiliated professional entities that would reasonably likely be intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, affect in an adverse manner or prevent the consummation of the merger or the other transactions contemplated by the merger agreement. The voting agreements will terminate automatically, without any notice or other action by any person, upon the earliest of: (A) the effective time; (B) the valid termination of the merger agreement in accordance with its terms; (C) the entry, without the prior written consent of the voting agreement stockholders, into any material modification or amendment to the merger agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to any of the voting agreement stockholders pursuant to the merger agreement as in effect on March 9, 2026; and (D) the mutual written agreement of all of the parties to the voting agreement. At the close of business on [ ], 2026, the record date of the special meeting, (i) Mr. Braunstein’s subject shares consisted of [ ] shares of Company common stock, which represent approximately [ ]% of the total outstanding voting power of the Company common stock as of the record date and (ii) Mr. Shachar’s subject shares consisted of [ ] shares of Company common stock, which represent approximately [ ]% of the total outstanding voting power of the Company common stock as of the record date. For additional information on the voting agreement, please see the section of this proxy statement entitled “Voting Agreements” beginning on page 118.

 

Q:	Do any of the Company’s directors or executive officers have any interests in the merger that are different from, or in addition to, my interests as a Company stockholder?

 

A:

In considering the proposals to be voted on at the special meeting, you should be aware that the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, your interests as a Company stockholder. The members of the Board were aware of and considered these interests in reaching the determination to approve and declare advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, and to recommend that Company stockholders approve the merger agreement proposal. These interests are described in more detail, and certain of them are quantified, in the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 77.

 

Q:	What happens if I transfer or sell my Company common stock before the special meeting?

 

A:

The record date for the special meeting is earlier than the date of the special meeting. If you own Company common stock on the record date and transfer your shares after the record date but prior to the special meeting, you will retain your right to vote such shares of Company common stock at the special meeting. However, the right to receive the merger consideration will pass to the person to whom you transferred or sold your shares of Company common stock.

 

Q:	What happens if I sell my shares of Company common stock before the completion of the merger?

 

A:

In order to receive the merger consideration, you must hold your shares of Company common stock through the completion of the merger. Consequently, if you transfer your shares of Company common stock before the completion of the merger, you will have transferred your right to receive the merger consideration in the merger.

The record date for stockholders entitled to vote at the special meeting is earlier than the consummation of the merger. If you transfer your shares of Company common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting but not the right to receive the merger consideration in the merger.

 

21

Q:	How do I vote if I am a Company stockholder of record or hold my shares in “street name”?

 

A:

If you are a Company stockholder of record, you may vote electronically during the special meeting, vote by proxy over the telephone, vote by proxy via the internet or vote by proxy card by completing, signing, dating and mailing the enclosed proxy card in the envelope provided. You may still virtually attend the special meeting and vote online during the special meeting even if you have already voted by proxy, but your previous vote by proxy will not be counted.

If your shares of Company common stock are held in a stock brokerage account by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and you should have received a notice or voting instruction card with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the voting instruction card received from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as indicated on the Notice and instructed by your broker, bank or other nominee. “Street name” holders may vote electronically at the special meeting if they obtain a legal proxy from their broker, bank or other nominee. They must follow the instructions from their broker, bank or other nominee included with these proxy materials, or contact their broker, bank or other nominee to request a legal proxy form. Without following the voting instructions provided by your broker, bank or other nominee, your Company common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal, assuming a quorum is present, and will not have any effect on the advisory compensation proposal and adjournment proposal.

For more detailed instructions on how to vote using one of these methods, please see the section of this proxy statement entitled “The Special Meeting—Voting Procedures” beginning on page 34.

Whether or not you plan to virtually attend the special meeting, we urge you to vote now to ensure your vote is counted. You may still attend the special meeting and vote during the live webcast if you have already voted by proxy, but your previous vote by proxy will not be counted.

 

Q:	What will happen if I abstain from voting or fail to vote on any of the proposals?

 

A:

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the matter. If you abstain from voting, fail to authorize a proxy to vote your shares or fail to vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of Company common stock that you own will not be counted and will have the same effect as a vote “AGAINST” the merger agreement proposal.

The approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such proposal at the special meeting. Assuming a quorum is present at the special meeting, if you fail to authorize a proxy to vote your shares or vote at the special meeting, or fail to instruct your broker, bank, or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions will not be considered votes cast and therefore will have no effect on the outcome of the advisory compensation proposal or the adjournment proposal.

 

Q:	What if I return a proxy card or otherwise vote but do not make specific choices?

 

A:

Stockholder of Record: If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares of Company common stock will be voted in accordance with the recommendation of the Board: “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Beneficial Owner: If you are a beneficial owner of shares held in “street name”, under applicable stock exchange rules the broker, bank or other nominee that holds your shares may generally vote on routine

 

22

proposals but cannot vote without instructions on non-routine matters unless they have discretionary authority. None of the proposals to be voted on at the special meeting are considered routine proposals. As a result, if the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares, a broker non-vote will occur. Therefore, we urge you to give voting instructions to your broker. Shares represented by such broker non-votes will not be counted as present or represented by proxy in determining whether there is a quorum and will be ignored for purposes of determining the outcome of the non-binding advisory vote on merger-related compensation arrangements so long as a quorum is otherwise present. A broker non-vote will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

 

Q:	Can I change my vote after I have delivered my proxy?

 

A:	Yes. For the Company stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

 

•

you may submit another properly completed proxy card bearing a later date (which automatically revokes the earlier proxy or voting instructions) in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting Procedures”;

 

•

you may submit a written notice of revocation to the Company’s Corporate Secretary at 622 Third Avenue, New York, New York 10017; or

 

•

you may virtually attend the special meeting and vote during the live webcast. Attendance at the special meeting will not, in and of itself, constitute revocation of a previously granted proxy.

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If you hold your shares in “street name”, you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy. If your shares are held of record by your broker, bank or other nominee you may change your vote by submitting new voting instructions to your broker, bank or other nominee in accordance with their procedures. For more information, please see the section of this proxy statement entitled “The Special Meeting—Voting Procedures” beginning on page 34.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your Company common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Company common stock. Please submit each proxy and voting instruction card that you receive in accordance with the instructions provided in this proxy statement to ensure that all of your shares of Company common stock are voted.

 

Q:	If I hold my Company common stock in certificated form, should I send in my stock certificates now?

 

A:

No. If you hold stock certificates representing shares of Company common stock, you should not send in such certificates at this time. If and when the merger is consummated, each holder of Company common stock, who holds share certificates or book-entry shares not held through the Depository Trust Corporation (which we refer to as “DTC”), entitled to the merger consideration will receive a letter of transmittal and instructions advising such Company stockholder how to surrender its Company common stock in exchange for the merger consideration. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal. For more

 

23

information, please see the section of this proxy statement entitled “The Merger Agreement—Payment for Stock” beginning on page 94.

 

Q:	Am I entitled to exercise appraisal or dissenters’ rights under Delaware law instead of receiving the merger consideration for my Company common stock?

 

A:

Yes. Company stockholders are entitled to exercise appraisal or dissenters’ rights under Section 262 so long as they take certain actions and meet certain conditions, including that they do not vote (in person or by proxy) in favor of the merger agreement proposal. For more information regarding appraisal rights, please see the section of this proxy statement entitled “The Merger—Appraisal Rights” beginning on page 72. Failure to strictly comply with Section 262 may result in your loss or waiver of, or inability to exercise, appraisal rights. You are urged to consult your legal and financial advisors before attempting to exercise such rights.

 

Q:	When is the merger expected to be consummated?

 

A:

We are working towards completing the merger as soon as possible, and currently expect to consummate the merger during the third quarter of 2026, subject to receipt of the Company stockholder approval and the required regulatory approvals and the satisfaction or waiver of the other conditions to the merger described in the merger agreement. See the section of this proxy statement entitled “The Merger Agreement—Conditions of the Merger” beginning on page 112 for additional information.

 

Q:	What effect will the merger have on the Company?

 

A:

If the merger is consummated, at the effective time, Merger Sub will be merged with and into the Company, with the Company surviving the merger as the surviving corporation and as an indirect wholly owned subsidiary of UHS. If the merger is consummated, UHS will use reasonable best efforts (and the Company will reasonably cooperate with UHS) to cause the Company common stock to be delisted from NASDAQ and deregistered under the Exchange Act as soon as reasonably practicable following the effective time, and, accordingly, the Company common stock will no longer be publicly traded, and the Company will no longer be subject to the reporting requirements under the Exchange Act. If the merger is consummated, you will not own any shares of the capital stock of the surviving corporation.

 

Q:	What are the material U.S. federal income tax consequences of the merger?

 

A:

The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Please see the section of this proxy statement entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 86 for a more detailed description of the U.S. federal income tax consequences of the merger. We urge you to consult your own tax advisor for a full understanding of how the merger will affect your federal, state, local and/or non-U.S. taxes.

 

Q:	What will happen to outstanding Company equity awards in the merger?

 

A:

At the effective time, Company RSUs that are outstanding as of immediately prior to the effective time and that are or become vested as of the effective time will be canceled and converted into the right to receive an amount in cash (without interest) equal to the product (rounded up to the nearest cent) of (i) the aggregate number of shares of Company common stock underlying each such vested Company RSU and (ii) the merger consideration.

At the effective time, Company options outstanding and unexercised as of immediately prior to the effective time and that are or become vested as of the effective time will be canceled and converted into the right to

 

24

receive an amount in cash (without interest) equal to the product (rounded up to the nearest cent) of (i) the aggregate number of shares of Company common stock subject to such vested Company option, and (ii) the excess, if any, of (A) the merger consideration over (B) the per share exercise price of such vested Company option; provided, however, that any such vested Company option with a per share exercise price that is equal to or greater than the merger consideration shall be canceled for no consideration.

Company RSUs and Company options that are unvested (and in the case of Company options, unexercised) at the effective time will generally be canceled and converted into equivalent UHS equity awards, with the same terms and conditions that applied to such award immediately prior to the effective time (including with respect to vesting, effect of termination of employment and, in the case of Company RSUs, dividend equivalents). The number of UHS Class B shares subject to each converted equity award will be equal to the exchange ratio multiplied by the number of shares of Company common stock subject to such award immediately prior to the effective time, with the exercise price of each converted Company option equal to the exercise price of the applicable Company option divided by the exchange ratio.

For more information, please see the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Equity Awards” beginning on page 93.

 

Q:	Is the closing of the merger subject to any conditions?

 

A:	Yes. The obligations of each of the Company, UHS and Merger Sub to effect the merger are subject to the satisfaction or waiver, at or prior to the closing date, of certain conditions, including each of the following:

 

•

no restraints will be in effect enjoining, restraining or otherwise making illegal, preventing or prohibiting the consummation of the merger;

 

•

(i) any waiting period (and any extension thereof) under the HSR Act applicable to the consummation of the merger will have expired or been terminated and (ii) any waiting periods (and any extension thereof) and any required approvals or authorizations applicable to the consummation of the merger under the applicable state healthcare laws as set forth in the confidential disclosure schedules to the merger agreement delivered to UHS and Merger Sub will have expired or been terminated or been obtained, respectively; and

 

•

the receipt of the Company stockholder approval will have been obtained.

In addition, each party’s obligation to effect the merger is subject to, among other things, the accuracy, truthfulness and correctness of certain representations and warranties of the other party, subject to certain materiality qualifications, and the compliance or performance by such other party in all material respects with its obligations required to be complied with or performed at or prior to the effective time. The obligations of UHS and Merger Sub to effect the merger are further subject to the absence of any Material Adverse Effect (as defined in the section of this proxy statement entitled “The Merger Agreement—Representations and Warranties”) having occurred and being continuing.

For more information, please see the section of this proxy statement entitled “The Merger Agreement—Conditions of the Merger” beginning on page 112.

 

Q:	What happens if the merger is not consummated?

 

A:

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger and holders of Company RSUs and Company options will not receive any payment for their vested equity awards and will not have their unvested equity awards converted to equivalent UHS equity awards in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on NASDAQ, the Company common stock will continue to be registered under the Exchange Act, the

 

25

Company will continue to file periodic reports with the SEC, Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock and holders of Company RSUs and Company options will continue to hold their Company equity awards and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company equity awards.

Under certain circumstances, if the merger agreement is terminated, the Company may be required to pay UHS a termination fee equal to $32,394,000. For more information, please see the section of this proxy statement entitled “The Merger Agreement—Company Termination Fee” beginning on page 115.

 

Q:	What will happen if Company stockholders do not approve the advisory compensation proposal on certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger?

 

A:

The inclusion of this proposal is required by the SEC rules; however, the approval of this proposal is not a condition to the completion of the merger and the vote on this proposal is an advisory vote by Company stockholders and is not binding on the Company, UHS or Merger Sub. If the merger agreement is adopted by the Company stockholders and the merger is completed, the merger-related compensation will be paid to the Company’s named executive officers in accordance with the terms of the applicable compensation agreements and arrangements even if the Company stockholders do not approve of this proposal.

 

Q:	Does the Company participate in householding?

 

A:

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more Company stockholders sharing the same address and Company stockholders that maintain more than one stockholder account on the books of our transfer agent by delivering a single proxy statement addressed to those Company stockholders. This procedure, which is commonly referred to as “householding”, potentially means extra convenience for Company stockholders and cost savings for companies.

Brokers with account holders who are Company stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple Company stockholders sharing an address unless contrary instructions have been received from the affected Company stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding”.

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, you may (i) notify your broker or (ii) contact Innisfree M&A Incorporated at +1 (877) 750-5837 (U.S. and Canada) or +1 (412) 232-3651 (all other countries) or in writing at 501 Madison Avenue, 20th Floor, New York, New York 10022. Company stockholders who currently receive multiple copies of this proxy statement at their address and would like to request “householding” of their communications should contact their broker.

 

Q:	Should I send evidence of ownership now?

 

A:

No. If your shares of Company common stock are held in “street name” by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the merger consideration.

 

26

Q:	Where can I find the voting results of the special meeting?

 

A:

The preliminary voting results for the special meeting are expected to be announced at the special meeting. In addition, within four business days following certification of the final voting results, the Company will file the final voting results of the special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

 

Q:	Who will solicit and pay the cost of soliciting proxies?

 

A:

The Company has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the special meeting. The Company expects to pay Innisfree M&A Incorporated a fee of up to $45,000, plus certain costs associated with additional services, as necessary, and Innisfree M&A Incorporated will be reimbursed for certain out-of-pocket fees and expenses. The Company has agreed to indemnify Innisfree M&A Incorporated against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). The Company also may reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Company common stock. Directors, officers and employees of the Company also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:	What should I do now?

 

A:

You should read this proxy statement carefully and in its entirety, including the merger agreement along with the annexes of this proxy statement and all other documents that we refer to in this proxy statement, as they contain important information about, among other things, the merger and how it affects you. Then, return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the internet as soon as possible so that your shares will be voted in accordance with your instructions.

 

Q:	Who can help answer my questions?

 

A:	If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: +1 (877) 750-5837 (U.S. and Canada)

    +1 (412) 232-3651 (all other countries)

Brokers and banks may call: +1 (212) 750-5833

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement 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 Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this proxy statement may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, statements regarding the proposed merger and related matters; the expected timetable for completing the proposed merger; prospective performance and opportunities; general business outlook; filings and approvals relating to the proposed merger; the ability to complete the proposed merger considering the various closing conditions; and any assumptions underlying any of the foregoing.

The forward-looking statements in this proxy statement and other such statements we publicly make from time to time are only predictions. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Risks and uncertainties include, among other things, (i) risks related to the satisfaction of the conditions to closing the merger (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to whether the Company stockholders will approve the merger and the possibility that the merger does not close; (ii) risks related to the possibility that competing offers or acquisition proposals for the Company will be made; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including in circumstances which would require the Company to pay a termination fee; (iv) risks related to the ability to realize the anticipated benefits of the merger, including the possibility that the expected benefits from the merger will not be realized or will not be realized within the expected time period; (v) the risk that the businesses will not be integrated successfully; (vi) disruption from the merger making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers and other business counterparties, and the Company’s ability to attract, motivate or retain key executives, employees and other associates; (vii) risk related to the merger diverting the Company’s management’s attention from ongoing business operations; (viii) negative effects of the announcement or the consummation of the merger on the market price of the Company common stock and on the Company’s operating results; (ix) the risk of litigation, including stockholder litigation, and/or regulatory actions, including any conditions, limitations or restrictions placed on approvals by any applicable governmental entities, related to the merger; and (x) (A) other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2025 (in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in such Annual Report) and (B) other risk factors identified from time to time in other filings with the SEC. Filings with the SEC are available on the SEC’s website at www.sec.gov. See the section of this proxy statement entitled “Where You Can Find Additional Information” beginning on page 126. The forward-looking statements in this proxy statement are based upon information available to us as of the date of this proxy statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

This proxy statement and the documents that we reference herein and have filed as exhibits to this proxy statement should be read with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements

 

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by these cautionary statements. These forward-looking statements speak only as of the date of this proxy statement. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this proxy statement or any forward-looking statements we may publicly make from time to time, whether as a result of any new information, future events or otherwise.

All information contained in this proxy statement exclusively concerning UHS, Merger Sub and their affiliates has been supplied by UHS and Merger Sub and has not been independently verified by us.

 

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THE PARTIES

Talkspace, Inc.

The Company is a leading virtual behavioral healthcare provider committed to helping people lead healthier, happier lives through access to high-quality mental healthcare. The Company pioneered the ability to text with a licensed therapist from anywhere and now offers a comprehensive suite of mental health services, including therapy for individuals, teens, and couples, as well as psychiatric treatment and medication management (18+). With the Company’s core therapy offerings, members are matched with one of thousands of licensed therapists within days and can engage in live video, audio, or chat sessions, and/or unlimited asynchronous text messaging sessions. All care offered at the Company is delivered through an easy-to-use, fully encrypted web and mobile platform that meets HIPAA, federal, and state regulatory requirements. Most Americans have access to the Company’s services through their health insurance plans, employee assistance programs, their partnerships with leading healthcare companies, or as a free benefit through their employer, school, or government agency. The Company’s principal executive offices are located at 622 Third Avenue, New York, New York 10017 and its telephone number is (212) 284-7206. Shares of Company common stock are listed on NASDAQ under the trading symbol “TALK” and warrants to purchase Company common stock are listed on NASDAQ under the trading symbol “TALKW”.

Universal Health Services, Inc.

UHS is one of the nation’s largest and most respected providers of hospital and healthcare services. UHS’s principal business is owning and operating, through their subsidiaries, acute care hospitals and outpatient facilities and behavioral health care facilities. UHS’s services provided by their hospitals include general and specialty surgery, internal medicine, obstetrics, emergency room care, radiology, oncology, diagnostic care, coronary care, pediatric services, pharmacy services and/or behavioral health services. UHS, through its wholly owned subsidiary UHS of Delaware, Inc., provides capital resources as well as a variety of administrative services to their facilities, including central purchasing, information services, finance and control systems, facilities planning, physician recruitment services, administrative personnel management, marketing and public relations. As of February 25, 2026, UHS owned and/or operated 346 inpatient behavioral health facilities and 168 outpatient and other facilities and various other related services located in 40 states, Washington, D.C., the United Kingdom and Puerto Rico. UHS’s principal executive offices are located at Universal Corporate Center, 367 South Gulph Road, P.O. Box 61558, King of Prussia, Pennsylvania 19406 and its telephone number is (610) 768-3300. Shares of UHS’s common stock are listed on NYSE under the trading symbol “UHS”.

UHS Merger Subsidiary, Inc.

Merger Sub was formed on March 2, 2026 as a Delaware corporation, solely for the purpose of entering into the merger agreement and related agreements and consummating the transactions contemplated by the merger agreement. Merger Sub has not conducted any business other than in connection with its formation and the transactions contemplated by the merger agreement. Merger Sub is an indirect, wholly owned subsidiary of UHS. Upon consummation of the merger, Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at Universal Corporate Center, 367 South Gulph Road, P.O. Box 61558, King of Prussia, Pennsylvania 19406 and its telephone number is (610) 768-3300.

 

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THE SPECIAL MEETING

We are furnishing this proxy statement to the Company stockholders as part of the solicitation of proxies by the Board for exercise at the special meeting and at any adjournments or postponements thereof.

Date, Time and Place

The special meeting of Company stockholders will be held on [ ], 2026, at [ ], Eastern time (unless the special meeting is adjourned or postponed). The special meeting will be completely virtual. Company stockholders will be able to virtually attend and vote at the special meeting by visiting www.proxydocs.com/TALK and using the 12-digit control number included in the proxy materials. Company stockholders are entitled to virtually attend the special meeting; however, you will only be entitled to vote at the special meeting if you were a stockholder of record at the close of business on [ ], 2026, the record date for the special meeting, or if you were a beneficial owner of Company common stock as of the record date.

Purpose of the Special Meeting

The special meeting is being held for the following purposes:

 

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to consider and vote on the merger agreement proposal;

 

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to consider and vote on the advisory compensation proposal; and

 

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to consider and vote on the adjournment proposal.

A copy of the merger agreement is attached as Annex A to this proxy statement and which we incorporate by reference into this proxy statement.

Recommendation of the Board

The Board has carefully reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Board has unanimously (i) approved (including for the purposes of Section 203 of the DGCL) and declared advisable the merger agreement, the execution, delivery and performance thereof and the consummation of the transactions contemplated thereby, including the merger, (ii) determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, the Company and the Company stockholders, and (iii) directed that the merger agreement be submitted to the Company stockholders entitled to vote thereon and recommended that the Company stockholders vote their shares of Company common stock in favor of the adoption of the merger agreement at the special meeting.

Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Reasons for the Merger” beginning on page 56.

Registering for the Special Meeting

Stockholders of Record

If, at the close of business on [ ], 2026, you were a record holder of Company common stock (in other words, if your Company common stock was registered directly in your name with the transfer agent, Vinyl Equity, Inc.), you may vote at the special meeting or vote by proxy. You do not need to register to virtually attend and participate in the special meeting. You may virtually attend and participate by accessing www.proxydocs.com/TALK. Enter the 12-digit control number shown on your proxy card.

 

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Beneficial (“Street Name”) Stockholders

If at the close of business on [ ], 2026, you were the beneficial owner of Company common stock held in “street name” (in other words, if your Company common stock is held in the name of your broker, bank or other nominee), the proxy materials should be forwarded to you by your broker, bank or other nominee. The broker, bank or other nominee is considered the stockholder of record for purposes of voting your shares at the special meeting. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares of Company common stock by following their instructions for voting. You are also invited to virtually attend the special meeting. “Street name” holders may vote online at the special meeting only if they obtain a 12-digit control number from their broker, bank, or other nominee (typically found on their voting instruction form). If you hold your shares in street name and want to participate in the special meeting but did not receive a 12-digit control number, you must contact your broker, bank or other nominee for instructions to access the meeting.

Record Date and Stockholders Entitled to Vote

Only Company stockholders of record at the close of business on [ ], 2026, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. As of the close of business on the record date, there were [ ] shares of Company common stock outstanding and entitled to vote. Each Company stockholder is entitled to one vote per share of Company common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

At the special meeting and for 10 days prior to the special meeting, the names of Company stockholders entitled to vote at the special meeting will be available for inspection by any Company stockholder for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, at the Company’s principal executive offices located at 622 Third Avenue, New York, New York 10017, by contacting the Corporate Secretary of the Company. Participating Company stockholders who log on to the special meeting using their 12-digit control number will be able to examine the stockholder list during the special meeting by following the instructions provided on the meeting website at www.proxydocs.com/TALK.

Quorum

The presence, in person, or by remote communication, or represented by proxy, at the special meeting of the holders of a majority in voting power of the shares of the capital stock of the Company issued and outstanding and entitled to vote in person, or by remote communication, or represented by proxy, constitutes a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. Abstentions and broker non-votes will be counted toward the quorum requirement. If a quorum is not present or represented by proxy at the special meeting, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the special meeting, present in person, or by remote communication, or represented by proxy, shall have the power to adjourn the special meeting from time to time until a quorum is present or represented. At such adjourned special meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the special meeting as originally noticed. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each Company stockholder of record entitled to vote at the special meeting. If after the adjournment a new record date for determination of Company stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining Company stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Company stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each Company stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be adjourned or postponed to solicit additional proxies.

 

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Vote Required

Approval of the Merger Agreement Proposal

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the matter. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa.

Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

Approval of the Advisory Compensation Proposal

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the advisory compensation proposal is not a condition to the consummation of the merger. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal and vice versa. The inclusion of the advisory compensation proposal is required by the SEC rules and is advisory only. Because the vote on the advisory compensation proposal is advisory only, it will not be binding on the Company, the Board, UHS or the surviving corporation. Therefore, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger, if the merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

Approval of the Adjournment Proposal

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such proposal at the special meeting (whether or not a quorum is present). Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the adjournment proposal is not a condition to the consummation of the merger. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

A broker “non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. Because none of the proposals to be

 

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voted on at the special meeting is a routine matter for which nominees may have discretionary authority to vote, the Company does not expect any broker non-votes at the special meeting. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the special meeting without receiving instructions. You should consult your bank, broker or other nominee holder if you have questions about this. If there are any broker non-votes, they would have the effect of a vote “AGAINST” the merger agreement proposal and have no effect on the advisory compensation proposal and the adjournment proposal.

Voting Procedures

Whether or not you plan to virtually attend the special meeting and regardless of the number of shares of Company common stock you own, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly.

If, at the close of business on [ ], 2026, you were a record holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Vinyl Equity, Inc.) and to ensure that your shares of Company common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to virtually attend the special meeting, using one of the following three methods.

 

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Voting by Mail: To vote by mail using a proxy card, please complete, sign, date and mail the enclosed proxy card in the envelope provided. If you return your signed proxy card to us before the special meeting, we will vote your shares as you direct. For your mailed proxy card to be counted, we must receive it before the start of the special meeting on [ ], 2026.

 

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Voting by Telephone: To vote by telephone, dial the toll-free number on the enclosed proxy card or voting instruction form using a touch-tone phone and follow the recorded instructions. Have your proxy available when you call. You will be asked to provide the 12-digit control number from the enclosed proxy card or voting instruction form. Your telephone vote must be received by 11:59 p.m. Eastern time on [ ], 2026, the day before the special meeting, to be counted.

 

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Voting via the Internet: To vote via the internet, go to the website listed on the enclosed proxy card or voting instruction form and follow the on-screen instructions. Your internet vote must be received by 11:59 p.m. Eastern time on [ ], 2026, the day before the special meeting, to be counted.

You may also vote by virtually attending the special meeting and voting during the live webcast.

If, at the close of business on [ ], 2026, you were the beneficial owner of Company common stock held in “street name” (in other words, if your Company common stock is held in the name of your broker, bank or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the proxy card received from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. “Street name” holders may vote online at the special meeting only if they obtain a 12-digit control number from their broker, bank or other nominee (typically found on their voting instruction form). If you hold your shares in street name and want to participate in the special meeting but did not receive a 12-digit control number, you must contact your broker, bank or other nominee for instructions to access the meeting. Without following the voting instructions provided by your broker, bank or other nominee, your shares of Company common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal and will not have any effect on the advisory compensation proposal and adjournment proposal.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll-free at +1 (877) 750-5837 (U.S. and Canada) or +1 (412) 232-3651 (all other countries). Brokers and banks may call at +1 (212) 750-5833.

 

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How Proxies Are Voted

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a holder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies therein will vote in favor of the merger agreement proposal, the advisory compensation proposal and the adjournment proposal.

Revocation of Proxies

For Company stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

 

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you may submit another properly completed proxy card bearing a later date (which automatically revokes the earlier proxy or voting instructions) in accordance with the instructions detailed in the section above entitled “—Voting Procedures”;

 

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you may submit a written notice of revocation to the Company’s Corporate Secretary at 622 Third Avenue, New York, New York 10017; or

 

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you may virtually attend the special meeting and vote during the live webcast. Attendance at the special meeting will not, in and of itself, constitute revocation of a previously granted proxy.

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If you hold your shares in “street name”, you will need to revoke or resubmit your proxy in accordance with the instructions provided by your broker, bank or other nominee. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). In order to virtually attend the special meeting and vote during the webcast, which will have the same effect as revoking any previously submitted voting instructions, follow the instructions provided by your broker, bank or other nominee for purposes of virtually attending and participating in the special meeting.

Solicitation of Proxies

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. The Company has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the special meeting. The Company expects to pay Innisfree M&A Incorporated a fee of up to $45,000, plus certain costs associated with additional services, as necessary, and Innisfree M&A Incorporated will be reimbursed for certain out-of-pocket fees and expenses. The Company has agreed to indemnify Innisfree M&A Incorporated against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). The Company also may reimburse brokers, banks and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Company common stock. Directors, officers and employees of the Company also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Adjournments

If a quorum is not present or represented at the special meeting then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the special meeting, present in person, or by remote communication, or represented by proxy, shall have the power to adjourn the special meeting from time to time until a quorum is present or represented without notice, provided that the time and

 

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place of the adjourned meeting, if any, are announced at the special meeting at which the adjournment is taken. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each Company stockholder of record entitled to vote at the special meeting. If after the adjournment a new record date for determination of Company stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining Company stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Company stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each Company stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be adjourned or postponed to solicit additional proxies. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting.

Voting by Company Directors, Executive Officers and Principal Securityholders

As of [ ], 2026, the directors and executive officers of the Company beneficially owned in the aggregate [ ] shares of Company common stock, or approximately [ ]% of the outstanding shares of Company common stock.

As described in the section of this proxy statement entitled “Voting Agreements” beginning on page 118, the voting agreement stockholders have committed to vote in favor of the approval of the merger agreement proposal. Although none of the other directors or executive officers are obligated to vote to approve the merger agreement proposal, we currently expect that each of these individuals will vote all of his or her shares of Company common stock “FOR” each of the proposals to be presented at the special meeting.

The voting agreement stockholders entered into voting agreements with UHS pursuant to which the voting agreement stockholders agreed, among other things, to vote or cause to vote all of Mr. Braunstein’s subject shares and Mr. Shachar’s subject shares, as applicable, (i) in favor of adopting the merger agreement and any other actions contemplated by the merger agreement in respect of which the approval of the Company stockholders is requested, (ii) against any alternative takeover proposal from a third party, whether or not constituting a superior proposal; and (iii) against any action, proposal, transaction or agreement involving the Company or any of its subsidiaries or any of the affiliated professional entities that would reasonably likely be intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, affect in an adverse manner or prevent the consummation of the merger or the other transactions contemplated by the merger agreement. At the close of business on [ ], 2026, the record date of the special meeting, (i) Mr. Braunstein’s subject shares consisted of [ ] shares of Company common stock, which represent approximately [ ]% of the total outstanding voting power of the Company common stock as of the record date and (ii) Mr. Shachar’s subject shares consisted of [ ] shares of Company common stock, which represent approximately [ ]% of the total outstanding voting power of the Company common stock as of the record date. The voting agreements will terminate if the merger agreement is terminated or the entry, without the prior written consent of the voting agreement stockholders, into any material modification or amendment to the merger agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to any of the voting agreement stockholders pursuant to the merger agreement as in effect on March 9, 2026. For additional information on the voting agreements, please see the section of this proxy statement entitled “Voting Agreements” beginning on page  118.

Appraisal Rights

If the merger is consummated, holders of record and beneficial owners of shares of Company common stock who do not vote in favor of the merger agreement proposal and who do not wish to accept the merger consideration will have the right to demand an appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive an amount in cash equal to the fair value of their shares of Company common stock exclusive of any element of value arising

 

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from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value in lieu of receiving the merger consideration. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Company stockholders who properly demand, and do not otherwise lose, withdraw or waive, appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Instead, they will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Company stockholders considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, Company stockholders wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company common stock who (i) continuously holds such shares on and from the date of the making of the demand through the effective time, (ii) properly submits a written demand for appraisal of their applicable shares of Company common stock to the Company before the vote is taken on the merger agreement proposal at the special meeting, (iii) has not consented to or otherwise voted in favor of the merger (including by executing and returning a proxy) or otherwise withdrawn, lost or waived appraisal rights, (iv) strictly complies with all other procedures for exercising appraisal rights under Section 262, (v) does not thereafter fail to perfect or effectively withdraw his, her or its demand for appraisal of such shares or otherwise lose his, her or its rights to seek appraisal and (vi) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled “The Merger—Appraisal Rights”), will be entitled to have their shares of Company common stock appraised by the Delaware Court and to receive payment in cash of the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value from the effective time of the merger through the date of payment of the judgment. The summary included herein does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of a person’s appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights” beginning on page 72.

 

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Other Matters

Pursuant to the DGCL and the Company’s bylaws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

Assistance

If you have any questions or need assistance in completing your proxy card or have questions regarding the special meeting, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll-free at +1 (877) 750-5837 (U.S. and Canada) or +1 (412) 232-3651 (all other countries). Brokers and banks may call at +1 (212) 750-5833.

 

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PROPOSAL 1: MERGER AGREEMENT PROPOSAL

We are asking Company stockholders to vote on a proposal to adopt the merger agreement. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement” beginning on pages 42 and 91, respectively. A copy of the merger agreement is attached as Annex A to this proxy statement and which we incorporate by reference into this proxy statement. You are urged to read the merger agreement carefully and in its entirety. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the matter. Abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

The Board unanimously recommends a vote “FOR” the approval of the merger agreement proposal.

 

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PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21 under the Exchange Act, we are asking Company stockholders to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger. As required by those rules, we ask the Company stockholders to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the table entitled “Golden Parachute Compensation”, including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation payable in connection with the consummation of the merger is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the advisory compensation proposal is not a condition to the consummation of the merger. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve such compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on the Company or the Board; as the Company is contractually obligated to pay such compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The Board unanimously recommends a vote “FOR” the approval of the advisory compensation proposal.

 

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PROPOSAL 3: ADJOURNMENT PROPOSAL

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary, to obtain additional votes to approve the merger agreement proposal. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger agreement proposal.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal, and approval of the adjournment proposal is not a condition to the consummation of the merger.

The Company is asking you to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger agreement proposal at the time of the special meeting.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such proposal at the special meeting (whether or not a quorum is present). Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on a Company stockholder’s behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The Board unanimously recommends a vote “FOR” the approval of the adjournment proposal.

 

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THE MERGER

Overview

The Company is seeking the adoption by the Company stockholders of the merger agreement the Company entered into on March 9, 2026 with UHS and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as an indirect wholly owned subsidiary of UHS. The Board has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and unanimously recommends that Company stockholders vote to adopt the merger agreement.

Background of the Merger

The Board and the Company’s management team regularly review the Company’s performance and growth prospects in light of its business and developments in the virtual behavioral health industry and the macroeconomic environment, including the Company’s performance in the public markets. These reviews have included, among other things, consideration of potential strategic transactions to enhance stockholder value, including potential sale or merger transactions. As part of these reviews, the Board, together with the Company’s management and with assistance from the Company’s outside advisors, has evaluated whether the Company should continue to execute on its strategy as a stand-alone company, consider alternative capital allocation approaches, pursue various acquisitions or pursue a sale of the Company, considering whether any such potential alternative would enhance stockholder value along with the potential benefits and risks of any potential alternative. As a result, such reviews have been accompanied by periodic conversations between members of the Company’s management team and representatives of other companies in, or interested in, virtual behavioral health, as well as financial sponsors, regarding such opportunities.

From time to time prior to and since the Company became a publicly traded company through the deSPAC transaction in June 2021, various parties have approached the Company regarding possible strategic transactions involving the Company. In response to such expressions of interest, the Board, or the Company’s management in consultation with the Board, has generally engaged in preliminary discussions with such parties to assess their level of interest and ability to pursue a potential transaction that would enhance stockholder value. Generally, these discussions did not result in formal proposals for the Company to evaluate.

In early January 2025, representatives of an interested strategic counterparty (which we refer to as “Party A”) reached out to a member of the Company’s management to express interest in a potential strategic transaction with the Company. The Company held multiple discussions with Party A, including a conversation among Douglas Braunstein, Chairman of the Board, Jon Cohen, Chief Executive Officer of the Company and the Chief Executive Officer of Party A, on a potential transaction, including an acquisition of the Company by Party A. The Board remained informed on the status of, and held discussions concerning, the Company’s ongoing conversations with Party A. In March 2025, the Company and Party A decided to terminate discussions after the parties were unable to agree on acceptable terms for a potential transaction.

After consideration of the potential interest in the Company, as well as the Company’s position in the public markets, including the performance of the Company’s stock price and the Company’s trading volume, the Board determined it would be advisable to engage advisors to become informed on the range of alternatives available to the Company in a strategic review process that would maximize the value to the Company’s stockholders. In the middle of 2025, the Board invited nationally recognized investment banks, including Wells Fargo, to provide a preliminary overview of the Company’s position in the market and to discuss potential strategic alternatives for the Company.

On July 10, 2025, the Board held a meeting with members of the Company’s management in attendance and received presentations from three nationally recognized investment banks, which included Wells Fargo, to

 

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provide an overview of the Company’s position in the market and on strategic alternatives. Prior to the presentations, Mr. Braunstein disclosed to the Board his role as Vice Chairman of Wells Fargo & Company, an affiliate of Wells Fargo. Each of the financial advisors’ presentations included, among other things, representative work on comparable matters, the qualifications of the investment banks’ respective teams and a preliminary overview of the market. Following the presentations, Mr. Braunstein recused himself from any discussions and decisions concerning the potential engagement of an investment bank. The remaining members of the Board then discussed the qualifications and capabilities of each of the investment banks and preliminarily determined that, if the Board were to retain a financial advisor in connection with any strategic review process, the Board would consider retaining Wells Fargo at a later date to act as its financial advisor based on, among other factors, Wells Fargo’s overall reputation and experience as an investment banking firm and its knowledge of the Company’s business and operations and the virtual behavioral health industry. The Board then authorized members of the Company’s management to provide additional financial information, subject to a mutually agreeable non-disclosure agreement, on the Company for Wells Fargo to provide, and present to the Board at a later date, a more informed analysis of the Company’s position in the market and the range of strategic alternatives available to the Company.

On September 3, 2025, a representative of an interested strategic counterparty (which we refer to as “Party B”), reached out to a member of the Company’s management to set up a meeting to discuss an opportunity with the Company.

On September 9, 2025, a representative of UHS held a conversation with a member of the Company’s management to discuss a potential transaction with the Company, including a potential purchase of the Company by UHS. The representative of UHS reached out to a member of the Company’s management to potentially discuss sharing information to evaluate a potential transaction.

On September 11, 2025, a representative of Party B held a virtual meeting with Ian Harris, the Company’s Chief Financial Officer, to indicate Party B’s interest in a potential transaction with the Company.

On September 19, 2025, the Board held a virtual meeting with members of the Company’s management and representatives of each of Wells Fargo and Cravath, Swaine & Moore LLP (which we refer to as “Cravath”), the Company’s outside counsel, in attendance. At the meeting, representatives of Cravath reviewed with the members of the Board their fiduciary duties under Delaware law and other legal matters in the context of a strategic review. At the meeting, the Board discussed the interest received from UHS and Party B in a potential strategic transaction with the Company. At the meeting, the Board discussed potentially forming a transaction committee of the Board to become more informed on potential alternatives for the Company and explore, review and evaluate potential strategic transactions that may be available to the Company. After discussion, the Board resolved to form a transaction committee (which we refer to as the “Transaction Committee”) composed of three independent directors, Curtis Warfield, Erez Shachar and Jacqueline Yeaney. To facilitate the Board’s review of strategic alternatives, the Transaction Committee was delegated the authority to consider and evaluate any potential strategic transactions, make a recommendation to the Board as to the advisability of any potential strategic transactions, consult with, and provide oversight and guidance to, the Company’s management regarding all matters related to any potential strategic transactions and recommend to the Board any and all actions with respect to any potential strategic transactions as the Transaction Committee determines necessary, appropriate or advisable and in the best interests of the Company. The decision of whether to enter into any potential strategic transaction remained with the Board, which received updates from the Transaction Committee on a periodic basis. At the same meeting, the Board invited representatives of Wells Fargo to provide an updated overview of the market and the process of initiating a potential review of strategic alternatives for the Company. Representatives of Wells Fargo also shared with the Board their views on the potential counterparties who may be interested or engaged in the strategic alternatives process. Mr. Braunstein then recused himself from the Board’s deliberations on Wells Fargo. The remaining members of the Board deliberated on Wells Fargo’s presentation and determined to proceed with retaining Wells Fargo as financial advisor to the Company, subject to entry into an acceptable engagement letter and receipt of satisfactory relationship disclosures. The Board then

 

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authorized the members of the Company’s management to negotiate an appropriate engagement letter and fee proposal from Wells Fargo.

On September 25, 2025, Wells Fargo provided a relationship disclosure letter to Cravath which provided disclosures identifying prior and current engagements and relationships regarding Wells Fargo and its affiliates’ commercial relationships with each of the Company, including with Mr. Braunstein, and five potential counterparties to a potential strategic transaction, which letter was shared with the Transaction Committee.

On September 26, 2025, representatives of UHS held a call with members of the Company’s management to discuss a potential transaction with the Company. The discussion included, among other things, an overview of the strategic rationale of a potential sale of the Company to UHS.

On September 30, 2025, the Transaction Committee held a virtual meeting with members of the Company’s management, the Chairman of the Board and representatives of each of Wells Fargo and Cravath in attendance. At the meeting, representatives of Cravath reviewed with the members of the Transaction Committee their fiduciary duties under Delaware law and other legal matters in the context of a review of a potential sale transaction. Representatives of Wells Fargo provided an overview of the potential strategic alternatives process, including an illustrative timeline of the process and an overview of the potential counterparties. Mr. Braunstein then recused himself from the deliberations, and the Transaction Committee then discussed, together with Cravath and members of the Company’s management, Wells Fargo’s engagement letter and fee proposal in connection with the evaluation of strategic alternatives for the Company. The Transaction Committee, together with Cravath and members of the Company’s management, also reviewed the relationship disclosures provided by Wells Fargo with respect to its relationships with the Company, including Mr. Braunstein, and certain potential counterparties and determined that these relationships would not impede Wells Fargo’s ability to represent the interests of the Company. Following such discussion, the Transaction Committee approved the Company’s entry into an engagement letter with Wells Fargo and authorized the Company’s management to execute and deliver such engagement letter, which letter was dated October 3, 2025, pursuant to which Wells Fargo would serve as the Company’s financial advisor in connection with the exploration of strategic alternatives and the potential execution of one or more transactions in connection with such review. Additionally, at the same meeting, the Transaction Committee formally approved the engagement of Cravath as outside legal counsel to the Company. Finally, the Transaction Committee directed the Company’s management to prepare long-term unaudited financial projections for the Company to be (i) used by it and the Board in their consideration of a potential transaction, (ii) used by Wells Fargo in its financial analyses in connection with a potential transaction and (iii) shared with parties potentially interested in a strategic transaction with the Company who have executed an acceptable non-disclosure agreement with the Company. The Transaction Committee directed the Company’s management to present such projections to the Transaction Committee at a later time.

On October 13, 2025, the Transaction Committee held a virtual meeting with members of the Company’s management, the Chairman of the Board and representatives of each of Wells Fargo and Cravath in attendance. At the meeting, representatives of Wells Fargo provided an update to the Transaction Committee on the strategic alternatives process and discussed with the Transaction Committee the outreach plan to connect with potential counterparties. Representatives of Wells Fargo and the Company’s management also discussed with the Transaction Committee the materials, including a management presentation providing an overview of the Company’s business and long-term forecasts prepared by the Company’s management, to be shared with counterparties potentially interested in a transaction with the Company and who have signed a non-disclosure agreement. After discussion of the management presentation and the long-term forecasts, the Transaction Committee discussed certain revisions to such presentation and forecasts, and requested that the Company’s management circulate such revisions to the Transaction Committee for approval.

On October 19, 2025, the Transaction Committee authorized representatives of Wells Fargo to begin reaching out to potential counterparties on a confidential basis, which included a mix of strategic counterparties

 

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and financial sponsor counterparties. The potential counterparties included parties with whom the Company had previously discussed potential strategic transactions and other parties, which based on their presence or interest in the behavioral health industry, the Transaction Committee and representatives of Wells Fargo believed were likely to be interested in a potential strategic transaction with the Company.

From October 20, 2025 to November 7, 2025, representatives of Wells Fargo contacted approximately 75 potential financial and strategic counterparties, including (i) UHS, (ii) a financial sponsor that we refer to as “Party C”, (iii) a financial sponsor that we refer to as “Party D”, (iv) a strategic counterparty that we refer to as “Party E”, (v) a financial sponsor that we refer to as “Party F”, (vi) a financial sponsor that we refer to as “Party G”, (vii) a financial sponsor that we refer to as “Party H”, (viii) a strategic counterparty owned by Party G and Party H that we refer to as “Party I” (which, together with Party G and Party H, we refer to as “Consortium A”) and (ix) a financial sponsor that we refer to as “Party J”, in each case, to solicit their potential interest in participating as a potential bidder in the Company’s strategic alternatives review process, and, at the Company’s direction, provided draft non-disclosure agreements to such interested counterparties. Pursuant to the above-mentioned instructions of the Transaction Committee, representatives of Wells Fargo were also in contact with representatives of Party A and Party B with respect to a potential transaction.

From October 22, 2025 to December 2, 2025, the Company, with the assistance of Cravath, entered into non-disclosure agreements with 40 potential counterparties, including with (i) UHS of Delaware, a subsidiary of UHS, on October 22, 2025, (ii) Party A on November 10, 2025, (iii) Party B on October 28, 2025, (iv) Party C on November 4, 2025, (v) Party D on November 12, 2025, (vi) Party E on November 4, 2025, (vii) Party F on November 4, 2025, (viii) Party G on November 6, 2025, (ix) Party H on November 3, 2025 and (x) Party J on November 3, 2025. All of the non-disclosure agreements included, among other things, a customary standstill provision restricting the counterparty’s ability to make a public proposal to acquire the Company and customary limitations on engaging in discussions with other potential co-bidders or sources of debt or equity financing without the Company’s consent, subject to limited customary exceptions. All of the standstill restrictions would automatically terminate upon, among other circumstances, the Company’s entry into a definitive acquisition agreement with a third party.

On October 22, 2025, representatives of Wells Fargo, at the request of the Company’s management, shared with the Transaction Committee through e-mail materials consisting of (i) certain updated unaudited financial projections for the Company for fiscal years 2025 through 2030 prepared by the Company’s management in connection with the Transaction Committee’s review of strategic alternatives (which we refer to as the “Company Forecasts”), which are summarized below under “—Certain Unaudited Financial Forecasts” and (ii) certain information regarding the Company’s business, financial position and results of operations prepared by the Company’s management, including the Company Forecasts for the fiscal years 2026 through 2028, to be shared with potential counterparties in connection with the strategic alternatives process who have executed an acceptable non-disclosure agreement (which we refer to as the “Company Financial Supplement”).

On October 23, 2025, the members of the Transaction Committee approved via e-mail the Company Forecasts and the distribution of the Company Financial Supplement to parties potentially interested in a strategic transaction with the Company.

On October 23, 2025, members of the Company’s management and UHS’s management held an in-person introductory dinner. Representatives of Wells Fargo were also in attendance.

On October 24, 2025, members of the Company’s management and UHS management held an in-person meeting at UHS’s offices. Representatives of Wells Fargo were also in attendance. The members of the Company’s management gave a management presentation to UHS, which included providing a general orientation of the industry and business profile of the Company, and discussed a potential strategic transaction.

 

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From October 24, 2025 to December 16, 2025, members of the Company’s management gave management presentations to approximately 14 other potential counterparties to a transaction with the Company.

From November 11, 2025 to December 9, 2025, at the Company’s direction, representatives of Wells Fargo coordinated diligence calls with numerous potential counterparties, including UHS, Party C, Party D, Party H and Party J.

On November 18, 2025, at the Company’s direction, representatives of Wells Fargo shared the first-round process letter with potential counterparties who had executed a non-disclosure agreement with the Company. The first-round process letter requested potential counterparties to submit a non-binding proposal by December 17, 2025.

On November 24, 2025, representatives of Wells Fargo provided an update to the Transaction Committee via e-mail on the status of the outreach to potential counterparties.

On December 2, 2025, members of the Company’s management held a management meeting at Cravath’s office with representatives from Consortium A, with representatives of Wells Fargo in attendance. The Company’s management discussed with representatives of Consortium A, among other things, the Company’s financial results and projections, a potential transaction with Party I and the value creation of a combined pro forma company with Party I.

On December 2, 2025, at the Company’s direction, representatives of Wells Fargo shared a presentation providing an overview of the Company with UHS. The presentation provided, among other things, an overview of the Company’s platform, growth strategy, artificial intelligence product, potential synergies and financial highlights.

On December 3, 2025, the Board held a meeting with members of the Company’s management and representatives of Wells Fargo in attendance. At the meeting, representatives of Wells Fargo updated the Board on the status of outreach to potential counterparties.

On December 17, 2025, the deadline to receive initial proposals pursuant to the Company’s first-round process letter, the Company received the following initial, non-binding proposals, in each case, subject to further diligence:

 

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A non-binding proposal from UHS to acquire 100% of the fully diluted shares of the Company common stock for a price between $4.05 and $4.25 per share in cash (which we refer to as the “December 17 Offer”);

 

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A non-binding proposal from Party C to acquire 100% of the fully diluted shares of the Company common stock for a price of $4.00 per share in cash, including an equity rollover by certain members of management and other stockholders to be discussed at a later time;

 

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A non-binding proposal from Party F to acquire 100% of the fully diluted shares of the Company common stock for a price of $4.22 per share in cash, subject to partnering with a strategic party in the behavioral health space;

 

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A non-binding proposal from Party J to acquire 100% of the fully diluted shares of the Company common stock for a price between $3.51 and $3.79 per share in cash and conditioned, among other things, on executing employment agreements with management personnel;

 

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An indication of interest from Party A to acquire 100% of the fully diluted shares of the Company common stock, which did not include a price but indicated it would need to partner with a financial sponsor to formalize an offer; and

 

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•

A non-binding proposal from Consortium A, which contemplated the reverse merger of Party I into the Company, with implied enterprise values of $517 million and $285 million for the Company and Party I, respectively, and a 60-day exclusivity period with Consortium A.

On the same day, Party D and Party E communicated to representatives of Wells Fargo that they would submit a non-binding proposal after the initial proposal deadline. On December 17, 2025, the Company’s closing stock price was $3.45.

On December 18, 2025, the Company received a non-binding proposal from Party D to acquire 100% of the fully diluted shares of the Company common stock for a price between $4.20 and $4.60 per share in cash and a non-binding proposal from Party E to acquire 100% of the fully diluted shares of the Company common stock for a price between $4.20 and $4.55 per share in cash.

On December 22, 2025, the Transaction Committee held a virtual meeting, with members of the Company’s management, the Chairman of the Board and representatives of each of Wells Fargo and Cravath in attendance. At the meeting, representatives of Cravath reviewed with the members of the Transaction Committee their fiduciary duties under Delaware law and other legal matters in the context of a review of a potential sale transaction. The Transaction Committee reviewed with the Company’s advisors the eight non-binding proposals and indications of interest received to date, including the relative indicative prices and/or price ranges, the financing expectations for the proposed transaction and available capital, the work performed and engagement by each potential counterparty to date, the open due diligence matters indicated by each counterparty and the indicated time necessary to complete the remaining due diligence. The Transaction Committee also deliberated on Consortium A’s proposal for a reverse merger with the Company, including whether Consortium A provided sufficient information for the Transaction Committee to evaluate whether the transaction would improve stockholder value.

Ahead of the December 22, 2025 Transaction Committee meeting, at the direction of the Transaction Committee, representatives of Cravath had prepared auction drafts of the merger agreement to be shared with potential counterparties, with separate versions for financial sponsor counterparties and strategic counterparties. The auction drafts of the merger agreements, among other things, (i) contained customary representations, warranties and covenants for a transaction involving a financial sponsor counterparty and strategic counterparty, respectively, (ii) provided for customary termination rights of the Company, including to enter into an acquisition agreement for a superior proposal (subject to compliance with the terms of the agreement and the payment of a termination fee of 2.00% of the fully diluted equity value of the Company based on the purchase price), (iii) included a reverse termination fee payable by the buyer and (iv) included “hell or high water” obligations with respect to achieving required regulatory approvals. At the meeting, Cravath provided an overview of, and the Transaction Committee discussed, the proposed auction drafts of the merger agreements.

Following the discussions on the drafts of the auction merger agreements, the Transaction Committee recommended that the Company continue discussions with all potential counterparties, other than Party J given Party J’s materially lower price. The Transaction Committee also recommended that the Company continue to engage with Consortium A, including inviting representatives of Consortium A to provide a management presentation to the Company’s management in order to obtain additional information to compare the value creation potential of Consortium A’s proposal with the other non-binding proposals. The Transaction Committee directed the Company’s management, with the assistance of representatives of Wells Fargo, to prepare a second-round process letter and, at the appropriate time, distribute the auction drafts of the merger agreement to the second-round bidders. The Transaction Committee also directed representatives of Wells Fargo and the Company’s management to invite UHS, Party A, Party C, Party D, Party E and Party F to the second round for such parties to conduct final due diligence.

 

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On December 23, 2025, representatives of Wells Fargo communicated to UHS, Party A, Party C, Party D, Party E and Party F that they were moving to the second round. Representatives of Wells Fargo also communicated, at the Company’s direction, to Consortium A the Transaction Committee’s request that Consortium A prepare a management presentation to the Company to discuss Consortium A’s proposal.

On December 30, 2025, at the Company’s direction, Wells Fargo granted each of UHS, Party A, Party C , Party D, Party E and Party F and their respective advisors access to the virtual data room.

From December 30, 2025 to February 26, 2026, representatives of UHS conducted extensive due diligence on the Company, including participating in diligence calls, sharing diligence requests and attending meetings with members of the Company’s management.

From December 30, 2025 to February 26, 2026, Party A, Party C, Party D, Party E and Party F also conducted due diligence on the Company, including, for some counterparties, participating in diligence calls and sharing diligence requests.

On January 14, 2026, members of the Company’s management attended the 44th Annual J.P. Morgan Healthcare Conference in San Francisco, California. Certain members of the Company’s management held a meeting and discussed a potential transaction with representatives of Party C at the conference.

On January 22, 2026, members of UHS made a presentation to members of the Company’s management providing an overview of UHS’s business and potential synergies in a potential transaction between UHS and the Company.

On January 26, 2026, at the Company’s direction, representatives of Wells Fargo circulated second round process letters to each of UHS, Party A, Party C, Party D, Party E and Party F, which included a deadline of February 26, 2026 to submit a definitive binding proposal. The second round process letters additionally included a request for a markup of the auction draft of the merger agreement and related Company disclosure letter by February 17, 2026.

On January 27, 2026, at the Company’s direction, representatives of Wells Fargo posted the auction drafts of the merger agreement in the virtual data room for all second-round bidders.

On January 27, 2026, management of UHS and the Company, with representatives of Wells Fargo in attendance, held a management meeting. The Company’s management shared a presentation providing an overview of the Company, its patient acquisition outlook, workforce capacity, level of care offerings and tech-enabled care delivery.

On January 28, 2026, the Board held a regular virtual meeting, with representatives of Wells Fargo and Cravath in attendance. Representatives of Wells Fargo provided a status update on the round two process with potential counterparties, including discussions had and feedback received from potential counterparties.

On January 30, 2026, Party D informed representatives of Wells Fargo that it would no longer be pursuing a potential transaction with the Company and would not be submitting a second round bid.

On February 10, 2026, the Company posted the auction draft of the Company disclosure letter to the virtual data room for all second-round bidders.

On February 13, 2026, Party C informed representatives of Wells Fargo that it would no longer be pursuing a potential transaction with the Company and would not be submitting a second round bid.

 

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On February 17, 2026, UHS sent representatives of Wells Fargo and Cravath its markup to the auction draft of the merger agreement and the Company disclosure letter. The draft merger agreement specified, among other things, that each of Messrs. Braunstein and Shachar, and certain of their affiliates who hold shares of Company common stock, would enter into voting agreements with UHS with respect to the shares beneficially owned by them in connection with the potential transaction. The draft merger agreement provided for, among other things, a limited “regulatory efforts” obligation that would not require UHS to agree to any remedy actions or defend litigation in order to obtain required regulatory approvals; a revised “fiduciary out” provision to require that in the case of any recommendation change not in response to a superior proposal, the Board may only change its recommendation that Company stockholders approve the merger agreement in response to an “intervening event”; an increased termination fee payable by the Company of 3.75% of the fully diluted equity value of the Company based on the purchase price if the merger agreement is terminated upon certain circumstances; no reverse termination fee payable by UHS in the event of a failure to obtain regulatory approvals for the potential transaction; and a closing condition related to the expiration or termination of the waiting periods under, or approval of, certain state healthcare laws.

No other party submitted a markup to the auction draft of the merger agreement or the Company disclosure letter at the requested deadline.

On the morning of February 19, 2026, the Company announced its fourth quarter and full year 2025 financial results. That same morning, members of the Company’s management held a call with investors discussing the Company’s fourth quarter and full year 2025 financial results. On the same day, representatives of Cravath and representatives of Wells Fargo held a call to discuss the latest updates with respect to the strategic alternatives process, including the markup to the merger agreement from UHS. On February 19, 2026, the closing stock price of the Company was $4.99.

On February 20, 2026, representatives of Cravath held a call with representatives of McDermott Will & Schulte LLP (which we refer to as “McDermott”), outside counsel to UHS, to discuss certain matters raised in UHS’s markup to the merger agreement.

On February 23, 2026, representatives of Wells Fargo shared an updated relationship disclosure letter with Cravath, which provided disclosures identifying prior and current engagements and relationships regarding Wells Fargo and its affiliates’ commercial relationships with each of the Company, UHS, Party A, Party C, Party F and Consortium A, which was shared with the Board on February 27, 2026.

Members of the management of the Company and Consortium A scheduled a management meeting for February 24, 2026, for the management of Party I to provide a management presentation to the Company’s management. The meeting was postponed to an indefinite time at the request of Consortium A.

On February 26, 2026, UHS submitted a binding proposal (which we refer to as the “February 26 Offer”) to representatives of the Company to acquire 100% of the fully diluted shares of the Company common stock for a price of $5.00 per share, which, according to the February 26 Offer, represented a 10.1% premium to the closing stock price of the Company common stock of $4.54 as of February 25, 2026 and an 18.1% premium to the 30-day volume weighted average price of the Company common stock as of such date. The February 26 Offer had no financing contingencies and was not subject to any due diligence condition. The February 26 Offer also included a condition by UHS to negotiate new employment agreements with six members of the senior management team prior to executing a definitive agreement and contemplated a mutually acceptable retention pool for existing management. The six members of senior management UHS initially suggested retaining were Dr. Cohen, Ian Harris (Chief Financial Officer), Gil Margolin (Chief Technology Officer), Erin Boyd (Chief Growth Officer, Payor), John Mooney (Chief Product Officer) and Nikole Benders-Hadi (Chief Medical Officer). On the same day, UHS shared drafts of the voting agreements to be executed between UHS and each of Messrs. Braunstein and Shachar and each of their affiliates who hold shares of Company common stock, including HEC Master Fund LP and Qumra Capital II, L.P. No other potential counterparties submitted an offer at the requested

 

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deadline. As the February 26 Offer included a request to retain members of senior management of the Company and contemplated a retention pool, the Board, after consultation with its advisors, determined not to share the February 26 Offer with the Company’s management until the February 26 Offer had been considered by the independent directors on the Board.

On February 28, 2026, the independent members of the Board, consisting of all non-management directors, held a virtual executive session with representatives of each of Wells Fargo and Cravath present to discuss the process of the potential transaction to date, the February 26 Offer and the proposed responses to the February 26 Offer, including proposed responses to the draft definitive transaction documents received from McDermott. As the February 26 Offer contemplated negotiating new employment agreements with the members of senior management prior to the execution of definitive agreements, the Company’s management, including Dr. Cohen, did not attend. At the meeting, representatives of Cravath reviewed with the members of the Board their fiduciary duties under Delaware law and other legal matters in the context of a review of a potential sale transaction. The Board received an updated relationship disclosure letter from Wells Fargo, shared by representatives of Wells Fargo on February 27, 2026, in respect of certain relationships between Wells Fargo and its affiliates, on the one hand, and the Company, UHS, Party C, Party A, Party F and Consortium A, on the other hand. The Board determined that these relationships would not impede Wells Fargo’s ability to represent the interests of the Company. A discussion ensued regarding the February 26 Offer, including the structure of the strategic transaction, consideration, necessary regulatory approvals, deal protections, new employment agreements with the six members of senior management, a retention program for existing senior management and the timing of the potential transaction. Representatives of Wells Fargo also shared an update on the strategic alternatives process with the Board, including outreach efforts to potential counterparties, interest received to date and the February 26 Offer. Representatives of Wells Fargo discussed with, and received questions from, the Board with respect to the status of the second round counterparties who did not submit a bid, noting that Party A and Party E remained interested in a potential transaction but required additional time to complete their due diligence and try to secure a partnership with a financial sponsor. Representatives of Wells Fargo also described Consortium A’s proposal for Party I to be acquired by the Company, with members of Consortium A holding interests in the pro forma entity. As Consortium A had not yet provided a management presentation despite their invitation to do so, the Board decided that they did not have sufficient information to evaluate the certainty or value of Consortium A’s proposal to advance Consortium A.

At the same meeting, the Board and its advisors discussed the February 26 Offer of $5.00 per share of Company common stock as compared to the December 17 Offer that ranged from $4.05 to $4.25 per share of Company common stock. Representatives of Wells Fargo then reviewed with the Board Wells Fargo’s preliminary financial analysis of the Company. Representatives of Cravath discussed with the Board that the February 26 Offer contained a condition by UHS to negotiate new employment agreements with members of the senior management team prior to executing a definitive agreement. The Board discussed with representatives of each of Wells Fargo and Cravath potential options for responding to the February 26 Offer. The Board considered, among other things, the terms of the February 26 Offer and available alternatives, including the risk that UHS might terminate discussions with the Company if the Company were to propose a higher offer or provide additional time for other offers that may not materialize, the impact of various potential responses by the Company on the certainty of consummating an acceptable transaction in the near term and the risk of delaying the announcement of a transaction if the February 26 Offer was conditioned on executing new employment agreements with senior management. The Board also discussed the value to Company stockholders if the Company remained a standalone company. Following that discussion, the independent directors of the Board unanimously agreed to direct representatives of Wells Fargo to communicate to UHS on the Company’s behalf a counterproposal of $5.50 in cash per share of Company common stock. If UHS rejected the counterproposal, the independent directors of the Board authorized representatives of Wells Fargo to negotiate a potential improvement above the $5.00 per share of Company common stock reflected in the February 26 Offer and to communicate acceptance of an improved offer to UHS. The independent directors of the Board further decided that UHS’s willingness to enter into a definitive agreement should not be contingent on negotiating and executing new employment agreements with the proposed executives. The independent directors of the Board further

 

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authorized representatives of each of Wells Fargo and Cravath to continue to negotiate a potential transaction with UHS, and for members of the Company’s management to negotiate individual employment arrangements once a transaction price has been agreed with UHS. From February 28, 2026 until the execution of the merger agreement, the Board received periodic updates from representatives of each of Wells Fargo and Cravath regarding the status of and material developments in the negotiations with UHS.

On February 28, 2026, at the Company’s direction, representatives of Wells Fargo communicated feedback from the Board to representatives of J.P. Morgan that the $5.00 in cash per share was insufficient and presented a counterproposal of $5.50 in cash consideration per share of Company common stock. Representatives of Wells Fargo, at the Company’s direction, also communicated to representatives of J.P. Morgan that the Board would not accept the proposal that the execution of the definitive agreements be subject to executing employment agreements with certain members of senior management.

On March 1, 2026, representatives of J.P. Morgan verbally shared with representatives of Wells Fargo an updated offer for the Company of $5.10 in cash consideration per share of Company common stock. Representatives of Wells Fargo, at the Company’s direction, communicated to representatives of J.P. Morgan that such offer was insufficient and a higher offer would be necessary. On the same day, representatives of J.P. Morgan shared with representatives of Wells Fargo a revised offer for the Company of $5.25 in cash consideration per share of Company common stock (which we refer to as the “March 1 Offer”). Representatives of J.P. Morgan also noted that the March 1 Offer also included the condition of new employment agreements with the Company’s senior management prior to executing a definitive merger agreement. After much discussion, representatives of Wells Fargo, on behalf of the Company and at the Company’s direction, communicated to representatives of J.P. Morgan that, subject to Board approval and finalization of definitive agreements, the $5.25 in cash consideration per share of Company common stock in the March 1 Offer would be acceptable to the Company.

Between February 28, 2026 and March 9, 2026, the Company’s advisors, at the direction of the Chairman of the Board, discussed with representatives of UHS certain employment matters, including the size and mechanics of the retention pool, the potential Section 280G gross-up for Mr. Harris and the new employment agreements with the Company’s senior management that UHS had indicated would be a condition to executing a definitive merger agreement.

On the morning of March 2, 2026, representatives of Cravath, based on the guidance from the Board and on behalf of the Company, sent a draft of the merger agreement to representatives of McDermott. The draft of the merger agreement provided for, among other things, a termination fee payable by the Company of 3.50% of the fully diluted equity value of the Company based on the purchase price if the merger agreement is terminated upon certain circumstances; a heightened “regulatory efforts” obligation that would require UHS to take certain actions in order to obtain required regulatory approvals unless such actions would reasonably be expected to be material to the combined company (measured relative to the size of the Company and its subsidiaries, taken as a whole); and the removal of the expiration or termination of the waiting period, or approvals, under applicable state healthcare laws as a closing condition. The draft merger agreement did not include a reverse termination fee payable by UHS. Later in the same day, Cravath shared revised drafts of the Company disclosure letter and voting agreements with representatives of McDermott. In the evening of the same day, representatives of Cravath and representatives of McDermott held a virtual call to discuss open issues on the most recent draft of the merger agreement.

On the evening of March 2, 2026, members of UHS management held a call with Dr. Cohen to discuss employment agreements and retention strategies, including the execution of employment agreements prior to entering into a definitive agreement.

From March 2, 2026 until March 7, 2026, representatives of the Company uploaded confirmatory diligence materials to the virtual data room in response to questions from UHS and representatives of UHS.

 

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On March 3, 2026, the Company identified that there were 2,288,899 shares of unvested Company common stock held by certain Company stockholders, including Mr. Braunstein, Mr. Harris and other individuals, and subject to the sponsor support agreement in connection with the Company’s deSPAC transaction in 2021 (which we refer to such unvested shares as the “unvested founder shares”). Such unvested founder shares would vest in accordance with the sponsor support agreement but would be forfeited to, and be canceled by, the Company if the price per share of the Company common stock did not achieve a certain price per share on or prior to June 22, 2026. If the Company accepted the March 1 Offer, the unvested founder shares would not vest and would be forfeited to the Company. The unvested founder shares were included in the total share count of the Company shared with UHS and upon which UHS made the March 1 Offer.

On March 3, 2026, representatives of J.P. Morgan and representatives of Wells Fargo, at the Company’s direction, discussed employment offer term sheets for senior members of the Company’s management to be executed prior to any potential signing.

On March 3, 2026, representatives of McDermott sent a draft of the merger agreement to representatives of Cravath on behalf of UHS. The revised draft of the merger agreement provided for, among other things, a lighter “regulatory efforts” obligation that would not require UHS to take certain actions that would limit UHS’s freedom of action that would in the reasonable good faith judgment of UHS be reasonably likely to materially impair the benefits or advantages UHS expects to receive from the transaction; and reinsertion of the expiration or termination of the waiting period, or approvals, under applicable state healthcare laws as a closing condition. The revised draft of the merger agreement also explicitly contemplated the parties to schedule in the Company disclosure letter the members of management who would execute employment offer letters prior to signing.

On the morning of March 4, 2026, the Board held a virtual meeting with the Company’s management and representatives of each of Wells Fargo and Cravath in attendance. At the meeting, representatives of Cravath reviewed with the members of the Board their fiduciary duties under Delaware law and other legal matters in the context of a review of a potential sale transaction. Representatives of Cravath discussed with the Board open issues on the merger agreement including the approval, termination or expiration of any waiting periods required under state healthcare laws as a closing condition; UHS’s “regulatory efforts” obligations; employee-related matters, including the treatment of unvested Company equity awards, treatment of closing year annual bonuses and mitigation of Section 280G of the Code exposure; and key employee retention matters. Representatives of Cravath then discussed with the Board a summary of the key terms in the merger agreement. Representatives of Wells Fargo provided an update to the Board on discussions with UHS, including UHS conditioning the execution of employment offer letters by certain key executives as a condition to signing, and reviewed with the Board Wells Fargo’s preliminary financial analysis of the Company. The Board authorized representatives of each of Wells Fargo and Cravath to continue the negotiations with UHS.

On March 4, 2026, representatives of Cravath and McDermott exchanged drafts of the merger agreement. On the same day, representatives of J.P. Morgan shared with representatives of Wells Fargo initial drafts of the employment offer term sheets for Dr. Cohen, Mr. Harris, Mr. Margolin, Ms. Boyd, Dr. Benders-Hadi and Mr. Mooney. Given concerns with management’s potential reaction to certain of the terms proposed, at the direction of the Chairman of the Board, representatives of Wells Fargo held discussions with representatives of J.P. Morgan to suggest improvements to these employment offer term sheets, and limiting the number of employees requested to sign employment offer term sheets prior to signing, before sharing such term sheets with members of the Company’s management.

On March 5, 2026, the Board held a virtual meeting with the Company’s management and representatives of each of Wells Fargo and Cravath in attendance. In advance of the meeting, representatives of Wells Fargo shared an updated relationship disclosure letter, dated as of March 3, 2026, to the Board, which provided updated disclosures identifying prior and current engagements and relationships regarding Wells Fargo and its affiliates’ commercial relationships with each of the Company, UHS and Hudson Executive Capital LP (the investment manager of a significant stockholder of the Company and the entity of which Mr. Braunstein is the co-founder

 

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and managing partner) (which we refer to as “HEC”). The Board determined that these relationships did not impede Wells Fargo’s ability to represent the interests of the Company. At the meeting, representatives of Cravath reviewed with the members of the Board their fiduciary duties under Delaware law and other legal matters in the context of a review of a potential sale transaction. Representatives of Cravath presented an update on the status of negotiations with UHS, including open issues from the draft merger agreement and employment matters. This included UHS’s unwillingness to execute a definitive agreement without certain members of management executing employment offer term sheets. Members of management, including Dr. Cohen, then exited the meeting and the independent directors of the Board continued in an executive session. In the executive session, the independent directors of the Board discussed the status of Mr. Harris’ potential excise tax payments under Section 280G of the Code and potential arrangements to address the excise tax payments, including a gross-up. Mr. Braunstein also raised with the Board that he, Mr. Harris and other individuals party to the sponsor support agreement held unvested founder shares and that the outstanding number of shares presented to UHS had included the unvested founder shares. The price of $5.25 per share of Company common stock contemplated by the March 1 Offer, subject to execution of definitive agreements, had, according to UHS, been calculated based on assumptions which included that all of the outstanding shares of Company common stock were entitled to receive the merger consideration. Given his interest in the unvested founder shares, Mr. Braunstein then recused himself from further discussion on the unvested founder shares and left the meeting. The remaining members of the Board then discussed how they would like to proceed in discussions with UHS with respect to the unvested founder shares. This discussion included the possibility of reopening discussions on price per share of Company common stock with UHS to reflect the unvested founder shares that will be forfeited or using this information to improve other terms of the proposal to finalize a transaction. After discussions with representatives of each of Cravath and Wells Fargo, the remaining members of the Board determined that it would be unlikely for UHS to increase their proposal price from $5.25 per share of Company common stock to reflect the unvested founder shares and instructed the advisors not to reopen the price per share discussion. The remaining members of the Board determined that the advisors should inform UHS of the unvested founder shares as leverage to resolve any outstanding issues in the potential transaction. Following such discussion, Mr. Braunstein and members of the Company’s management, including Dr. Cohen, rejoined the meeting. The Board directed representatives of each of Wells Fargo and Cravath to continue negotiations with UHS on any open issues, including employee retention and term sheets for certain members of senior management. Representatives of Cravath reviewed proposed Board resolutions to the Board and the Board determined that the terms of the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and the stockholders of the Company and authorized members of the Company’s management to execute a definitive merger agreement with UHS if the open employment-related matters could be resolved prior to market open the next day.

On the same day, representatives of Cravath and McDermott exchanged drafts of the merger agreement.

On the evening of March 5, 2026, at the Company’s direction, representatives of Wells Fargo shared with representatives of J.P. Morgan a revised offer letter term sheet for Dr. Cohen.

On March 6, 2026, at the Company’s direction, representatives of Wells Fargo requested through e-mail that the Board extend the Board’s authorization to finalize a definitive agreement with UHS. The Board approved this request.

In the afternoon of March 6, 2026, representatives of each of Cravath, McDermott, Wells Fargo, J.P. Morgan and Stevens & Lee, outside counsel to UHS, held a virtual meeting to discuss the open items in the merger agreement and the Company disclosure letter. After the call, representatives of Cravath shared drafts of the merger agreement and the Company disclosure letter with McDermott on behalf of the Company.

 

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On the same day, Cravath shared with McDermott revised employment offer term sheets for Dr. Cohen, Mr. Margolin, Mr. Mooney, Ms. Boyd and Dr. Benders-Hadi. Immediately after, representatives of Wells Fargo, at the Company’s direction, and representatives of J.P. Morgan exchanged drafts of the term sheets for the five members of the Company’s management, with discussions regarding Mr. Harris’ status ongoing.

On the evening of March 6, 2026, the Board held a virtual meeting with the Company’s management and representatives of each of Wells Fargo and Cravath in attendance. At the meeting, representatives of Cravath reviewed with the members of the Board their fiduciary duties under Delaware law and other legal matters in the context of a review of a potential sale transaction. Representatives of Cravath reviewed with the Board the terms of the proposed merger agreement, including the outcome of the open issues that were discussed at the Board meeting on March 5, 2026. Representatives of Cravath noted the merger agreement provided to the Board at this meeting was in substantially final form. Representatives of Wells Fargo reviewed with the Board the status of the negotiations with UHS and provided an update on the employment offer term sheets presented to the retained executives, noting that these executives had executed employment offer term sheets in the form that the executives were willing to accept and had shared such signed term sheets with UHS. Representatives of Wells Fargo reviewed with the Board Wells Fargo’s financial analyses of the proposed transaction and rendered to the Board Wells Fargo’s oral opinion, which was subsequently confirmed in writing by delivery of Wells Fargo’s written opinion, dated March 6, 2026, which is attached to this proxy statement as Annex D, to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Wells Fargo in preparing its opinion, the merger consideration to be paid to the holders of Company common stock (other than canceled shares and appraisal shares) in the merger was fair, from a financial point of view, to such holders. For a detailed discussion of Wells Fargo’s opinion, see the section of this proxy statement entitled “—Opinion of Wells Fargo” beginning on page 64. Following additional discussion and consideration of the proposed merger agreement and the merger and other transactions contemplated by the merger agreement, including those discussed in “—Reasons for the Merger” beginning on page 56, the Board resolved to proceed with the proposal from UHS and unanimously (i) approved (including for the purposes of Section 203 of the DGCL) and declared advisable the merger agreement, the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (ii) determined that the terms of the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and the stockholders of the Company and (iii) directed that the merger agreement be submitted to the Company’s stockholders at the special meeting and recommended that the stockholders of the Company vote to adopt the merger agreement at the special meeting.

After the Board meeting and on the same evening of March 6, 2026, members of management from the Company and UHS held a virtual meeting to discuss any open items in the merger agreement, with representatives of each of Cravath, Wells Fargo, McDermott, Stevens & Lee and J.P. Morgan in attendance. This included discussing the restrictions on the Company’s operating activities during the interim period between signing and closing. The parties also discussed the status of Mr. Harris’ potential excise tax payments under Section 280G of the Code and potential arrangements to address the excise tax payments, including a gross-up. Mr. Harris did not participate in the discussion. After discussion, the members of management from the Company and UHS resolved multiple outstanding issues in the merger agreement, subject to resolution of the individual employment matters for the retained management prior to executing a definitive agreement.

From March 6, 2026 to March 9, 2026, the Board was updated on a regular basis regarding the progress of such negotiations and discussions.

On March 7, 2026, representatives of Cravath and McDermott exchanged drafts of the merger agreement.

On the morning of March 7, 2026, representatives of J.P. Morgan shared with representatives of Wells Fargo revised employment offer term sheets for Dr. Cohen, Mr. Margolin, Mr. Mooney, Ms. Boyd and Dr. Benders-Hadi.

 

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On March 7, 2026, at the Company’s direction, representatives of Wells Fargo shared with representatives of J.P. Morgan addenda to the employment offer term sheets for Ms. Boyd, Dr. Benders-Hadi and Mr. Mooney.

On March 8, 2026, Mr. Harris received his employment offer term sheet for the first time. On the same day, at the Company’s direction, representatives of Wells Fargo shared with representatives of J.P. Morgan a revised employment offer term sheet for Mr. Harris. On the same day, representatives of Cravath and Stevens & Lee exchanged drafts of the employment offer term sheets for Mr. Harris, Dr. Cohen, Mr. Margolin, Ms. Boyd, Dr. Benders-Hadi and Mr. Mooney.

On the morning of March 9, 2026, representatives of Stevens & Lee exchanged with representatives of Cravath revised drafts of the employment offer term sheet for Dr. Cohen. On the same day, representatives of Stevens & Lee shared with Cravath a revised term sheet for Mr. Harris.

Also on the morning of March 9, 2026, representatives of the Company and UHS finalized and executed the merger agreement and the Company’s disclosure letter to the merger agreement. In connection with the execution of the merger agreement, the applicable Company stockholders, solely in their respective capacities as stockholders, entered into the voting agreements with UHS. UHS and each of Dr. Cohen, Mr. Margolin, Mr. Harris, Ms. Boyd, Dr. Benders-Hadi and Mr. Mooney also finalized the execution of their respective employment offer term sheets.

On March 9, 2026, the Company and UHS issued a joint press release before the market in the United States opened, announcing the execution of the merger agreement and the proposed terms of the acquisition by UHS.

Recommendation of the Board

At the special meeting of the Board held on March 6, 2026, after consideration of the non-exhaustive list of material factors described below in the section of this proxy statement entitled “—Reasons for the Merger”, and detailed discussions with members of Company management, outside legal counsel and financial advisors, at such meeting and prior meetings of the Board, the Board has unanimously (i) approved (including for the purposes of Section 203 of the DGCL) and declared advisable the merger agreement, the execution, delivery and performance thereof and the consummation of the transactions contemplated thereby, including the merger, and (ii) determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, the Company and Company stockholders, and:

 

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directed that the merger agreement be submitted to the Company stockholders entitled to vote thereon at the special meeting for the adoption thereof;

 

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recommended that the Company stockholders entitled to vote thereon: (i) vote in favor of the adoption of the merger agreement at the special meeting; (ii) approve, by a non-binding, advisory vote, the specified compensation arrangements disclosed in this proxy statement that may be paid or become payable to the Company’s named executive officers in connection with the merger; and (iii) vote their shares of Company common stock in favor of the proposal to adjourn or postpone the special meeting to another date, time or place, if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement at the time of the special meeting; and

 

•

called for a special meeting of the holders of Company common stock for the purpose of (i) submitting the merger agreement to such stockholders for adoption; (ii) submitting to such stockholders the non-binding, advisory proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger; and (iii) submitting to such stockholders a proposal to adjourn or postpone the special meeting to another date, time or place, if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement at the time of the special meeting.

 

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Reasons for the Merger

As described above in the section of this proxy statement entitled “—Background of the Merger” beginning on page 42, prior to and in reaching the unanimous determinations set forth above, the Board consulted with and received the advice of the Company’s outside legal counsel and financial advisors, discussed certain issues with the Company’s management and considered a variety of factors weighing positively in favor of the merger, the merger agreement, and the transactions contemplated by the merger agreement, including the following non-exhaustive list of material factors (not necessarily in order of relative weight or importance):

 

•

the Board’s understanding of the Company’s industry, business, operations, risks, financial condition, earnings, cash flow, strategy and prospects, as well as the Company’s historical and projected financial performance;

 

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the fact that the merger consideration of $5.25 per share of Company common stock to be received by Company stockholders provides immediate and certain value and liquidity and does not expose them to any further risks related to the Company’s business;

 

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the current and historical prices of Company common stock, including the fact that the $5.25 per share price (without interest and subject to any required withholding taxes) of Company common stock to be paid in cash represented a premium of approximately:

 

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10% over the closing share price on March 5, 2026, the last day prior to the Board meeting to approve the merger;

 

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19% over the Company’s 30-day volume-weighted average share price on March 5, 2026, the last day prior to the Board meeting to approve the merger; and

 

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38% over the Company’s 90-day volume-weighted average share price on March 5, 2026, the last day prior to the Board meeting to approve the merger;

 

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the fact that the Board was able to negotiate an increase from UHS’s initial proposed price range of $4.05 to $4.25 per share offered in the December 17 Offer and UHS’s second proposal of $5.00 per share offered in the February 26 Offer to the merger consideration of $5.25 per share (without interest and subject to any required withholding taxes) (as further described above under the section of this proxy statement entitled “—Background of the Merger”), representing an increase of approximately 30% from the lowest proposal range in the December 17 Offer and 5% from the February 26 Offer;

 

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the Board’s belief that, based on discussions with UHS and other potential counterparties, the merger consideration was the highest price that could reasonably be obtained from UHS or any other potential counterparty, that the terms set forth in the merger agreement were the most favorable terms to which UHS would be willing to agree and that further negotiations or requests for a further price increase would create a risk of causing UHS to abandon the transaction altogether, in which event Company stockholders would lose the opportunity to obtain the merger consideration;

 

•

the fact that (i) the Company has, in the past, explored various strategic alternatives reasonably available to the Company, (ii) the Company engaged in, or attempted to initiate, discussions regarding a potential sale transaction with other third parties, during which the Company with the assistance of the Company’s financial advisor contacted approximately 75 potential counterparties and executed non-disclosure agreements with approximately 40 potential counterparties, and (iii) no other potentially interested parties, including those parties with which the Company was engaged during the prior processes, had presented an actionable offer, as of March 9, 2026, the date the Company entered into the merger agreement with UHS, to pay the Company stockholders consideration per share that was equal to or greater than the merger consideration of $5.25 per share of Company common stock, offered by UHS as further described above under the section of this proxy statement entitled “—Background of the Merger”;

 

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•

the Board’s understanding of the risks and uncertainties in the industry in which the Company competes, and the risks that the Company would face if it continued to operate on a standalone public company basis, including:

 

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the risk that the Company may not grow at the rates it has historically achieved or at all, which could have a material adverse effect on the market price of the Company common stock;

 

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the risk that the Company may experience difficulties in managing its growth and expanding its operations, which could have an adverse effect on the Company’s business, reputation and financial results;

 

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risks relating to the rapid technological change in the Company’s industry, which may result in significant challenges for the Company to enhance its solution with next-generation technologies, and to develop or acquire and market new services, and that if the Company is unable to meet those challenges, the Company’s present or future software-based products and services may become uncompetitive or obsolete;

 

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risks relating to the operation of the Company, including, but not limited to, the risk that any contracts with the Company’s largest customers may be lost, terminated or renegotiated, which may negatively impact the Company’s results, and the risk that the Company might be unable to secure customers’ contract renewals, which may harm the Company’s business, financial condition and results of operations;

 

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risks relating to operating in a very competitive business environment, and that if the Company is unable to compete effectively against its existing or potential competitors, its business, financial condition and results of operations may be harmed;

 

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risks relating to legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions, which may adversely affect our business;

 

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risks relating to evolving government regulations, which may result in increased costs or adversely affect our results of operations;

 

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risks relating to developments affecting spending by the healthcare industry that could adversely affect our business; and

 

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other risks and uncertainties, including the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025;

 

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the Board’s assessment of the potential risks, rewards and uncertainties associated with remaining an independent public company as a possible strategic alternative to the sale of the entire Company (including the potential value to Company stockholders based on the Company’s strategic plan that could be expected to be generated from remaining an independent public company), and the Board’s resulting determination that such alternative did not represent a more attractive alternative to the structure proposed by UHS;

 

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the fact that the Company common stock price since the Company’s initial public offering has been volatile, including reaching an intraday 52-week low of $2.22 per share on August 5, 2025, and that this volatility may impact the Company’s ability to raise capital in the public markets on attractive terms;

 

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the fact that the merger consideration is all cash, which provides certain value and, upon consummation of the merger, liquidity to Company stockholders, especially when viewed against any internal or external risks and uncertainties associated with the Company’s standalone strategy, immediately upon the closing of the merger;

 

•

the financial analysis reviewed and discussed with the Board by representatives of Wells Fargo, as well as the oral opinion of Wells Fargo rendered to the Board on March 6, 2026 (which was subsequently confirmed in writing by delivery of Wells Fargo’s written opinion dated March 6, 2026), that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters

 

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considered, and qualifications and limitations on the scope of the review undertaken by Wells Fargo in preparing its opinion, the merger consideration to be paid to the holders of Company common stock (other than canceled shares and appraisal shares) in the merger was fair, from a financial point of view, to such holders;

 

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the Board’s assessment, taking into account the other factors described herein, of the Company’s value on a standalone basis relative to the merger consideration of $5.25 per share of Company common stock to be paid in cash in connection with the merger, and the possibility that the trading price of shares of Company common stock would not reach and sustain such price, or that doing so could take a considerable period of time;

 

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the Company’s operating and financial performance and its prospects, including certain prospective forecasts for the Company prepared by the Company’s senior management, which reflect an application of various assumptions of senior management, and the inherent uncertainty of achieving the Company’s prospective forecasts, as set forth below under the section of this proxy statement entitled “—Certain Unaudited Financial Forecasts”, and that, as a result, the Company’s actual financial results in future periods could differ materially from senior management’s forecasts;

 

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the size and financial strength of UHS and its ability to fund the merger consideration;

 

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the fact that the merger is not subject to a financing condition;

 

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the fact that the merger would be subject to receipt of the Company stockholder approval and that the Company stockholders would be free to reject the merger by voting against adoption of the merger agreement;

 

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the fact that the merger is not subject to approval by UHS’s stockholders;

 

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the fact that UHS and the Company have both agreed to use their respective reasonable best efforts, pursuant to the terms of the merger agreement, to consummate the merger as promptly as reasonably practicable, subject to certain limitations;

 

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the provisions of the merger agreement that, subject to the conditions therein, permit the Company to seek specific performance of UHS’s and Merger Sub’s obligations to consummate the merger pursuant to the terms of the merger agreement;

 

•

the provisions of the merger agreement that permit the Company, in response to certain unsolicited written takeover proposals, to furnish information to and conduct discussions and negotiations with third parties prior to receipt of the Company stockholder approval under certain circumstances and, under certain conditions, to accept a superior proposal, and the Company’s corresponding right to terminate the merger agreement (subject to the payment by the Company to UHS of a termination fee of $32,394,000), and that the amount of the termination fee payable by the Company is comparable to termination fees in transactions of a similar size, is reasonable, would not likely deter competing bids and would not likely be required to be paid unless the Company entered into a more favorable transaction;

 

•

the fact that the voting agreements terminate upon the termination of the merger agreement;

 

•

the provisions of the merger agreement that permit the Board, prior to obtaining the Company stockholder approval, to withhold, withdraw, qualify or modify its recommendation to approve the merger under certain circumstances relating to a superior proposal or an intervening event, subject to payment by the Company to UHS of a termination fee of $32,394,000 if UHS elects to terminate the merger agreement in such circumstances;

 

•

the provisions of the merger agreement that permit the Company to terminate the merger agreement if the merger is not consummated by December 9, 2026 (subject to an automatic extension until March 9, 2027 if certain closing conditions have not been satisfied), and the Board’s belief that such outside date for completing the merger allows for sufficient time to consummate the merger and the transactions contemplated by the merger agreement;

 

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•

the likelihood and speed of obtaining the required regulatory approvals and anticipated timing for consummating the merger in light of the scope of the conditions to closing;

 

•

the availability of appraisal rights under the DGCL to Company stockholders who comply with all of the required procedures for perfecting appraisal rights under the DGCL in connection with the merger, including the fact that such stockholders will have the right to demand appraisal and payment of the fair value of their shares as determined by the Delaware Court, as further described in the section below entitled “—Appraisal Rights”; and

 

•

the risk that prolonging the strategic alternatives process further could have resulted in the loss of an opportunity to consummate a transaction and distracted senior management from implementing the Company’s business plan.

In the course of its deliberations and in reaching the determinations described above, the Board also considered, in consultation with the Company’s legal and financial advisors, a variety of risks and other countervailing factors related to the merger, the merger agreement, and the transactions contemplated by the merger agreement, including the following material factors (not necessarily in order of relative weight or importance):

 

•

the potential upside in the Company’s standalone strategic plan;

 

•

the potential of continuing to pursue a strategic transaction with any of the potentially interested parties that participated in the second round of the strategic alternatives process, as further described above in the section of this proxy statement entitled “—Background of the Merger”;

 

•

the possibility that the merger might not be completed on the terms or timeline currently contemplated or at all due to a failure of certain conditions, including with respect to the required approval of the merger by the necessary regulatory authorities;

 

•

the limitations on UHS’s commitments under the merger agreement to take certain actions necessary to obtain the required regulatory approvals, including the fact that UHS is not required to accept any restrictions that would reasonably be expected to be material to Company, its subsidiaries and the affiliated professional entities, taken as a whole;

 

•

the risks and costs to the Company if the merger does not close in a timely manner or at all, including:

 

•

the trading price of Company common stock may decline (relative to the 30-day volume-weighted average share price of $4.40 on March 5, 2026, the last day prior to the Board meeting to approve the proposed merger) to the extent that the market price of the Company common stock currently reflects positive market assumptions that the merger will be consummated;

 

•

the Company’s ability to attract, hire and retain key personnel and other employees, as current and prospective employees may experience uncertainty about their future roles with the Company if the merger is not consummated;

 

•

the potential disruption to the Company’s business and distraction of its workforce and management team from day-to-day operations of the Company’s business and the execution of the Company’s other strategic initiatives that could be beneficial to the Company, in each case without realizing any of the benefits of having the merger completed and the potential adverse effects on the financial results of the Company and the potential negative impact on the operating results of the Company as a result of such disruption; and

 

•

reputational damage to the Company’s relationships with investors, payors, enterprise client customers, other business partners, therapy providers and employees due to the negative publicity of any failure to successfully complete the merger;

 

•

the fact that Company stockholders (other than stockholders holding unvested Company equity awards) will have no ongoing equity interest in the surviving corporation following the merger, meaning that

 

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the holders of shares of Company common stock will not (by virtue of their holding shares of Company common stock) participate in UHS’s or the Company’s potential future earnings or growth;

 

•

the restrictions on the conduct of the Company’s business prior to the consummation of the merger, which may delay or prevent the Company from pursuing strategic business opportunities, making new significant capital expenditures, or reacting to changing market conditions and which may affect the Company’s ability to execute the Company’s business strategies and attain financial and other goals;

 

•

the risk that the parties may incur significant costs and material delays resulting from seeking regulatory approvals and other clearances, consents and approvals necessary for consummation of the merger, or that such clearances, consents and approvals are unable to be obtained;

 

•

the provisions of the merger agreement that restrict the Company’s ability to solicit or participate in discussions or negotiations regarding alternative takeover proposals with third parties, subject to specified exceptions, and that require the Company to negotiate with UHS (if UHS desires to negotiate) prior to the Company being able to terminate the merger agreement to accept a superior proposal;

 

•

the possibility that the Company’s obligation to pay a termination fee of $32,394,000 to UHS upon the termination of the merger agreement under certain circumstances could discourage other potential acquirors from making an alternative proposal to acquire the Company;

 

•

the significant costs involved in connection with negotiating the merger agreement and consummating the merger, such as legal, accounting and financial advisory fees, and the fact that if the merger is not consummated, the Company will still be required to bear such costs and will have diverted significant resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the merger;

 

•

the risk of litigation in connection with the execution of the merger agreement and the consummation of the merger and the other transactions contemplated therein;

 

•

the possibility that, although the merger provides the Company stockholders the opportunity to realize a premium to the price at which Company common stock traded prior to the public announcement of the proposed merger, the price of Company common stock might have increased in the future to a price greater than the merger consideration;

 

•

the possibility that the merger, if approved by the Company stockholders, will not be consummated by the third quarter of 2026 due to delays in receiving required regulatory approvals, and, pursuant to the terms of the merger agreement, may be consummated as late as March 9, 2027, and Company stockholders will not receive the merger consideration until the merger is consummated;

 

•

the fact that an all-cash transaction would be taxable to the Company stockholders; and

 

•

various other risks associated with the merger and the business of the Company, as more fully described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 28.

In addition, the Board was aware of and considered the fact that the Company’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, those of the Company stockholders generally, as described more fully in the section of this proxy statement entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 77.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. In reaching its determination and recommendation, and in view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determinations as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determinations of the Board. Rather, the Board made its

 

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recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and the Company’s and the Board’s legal and financial advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its recommendation and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 28.

Certain Unaudited Financial Forecasts

Other than annual guidance, including the guidance for fiscal year 2026 included in the Company’s press release dated February 19, 2026 (which we refer to as the “2026 earnings guidance”) with respect to revenue and adjusted EBITDA, which guidance the Company presents as a range, the Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to, among other things, the unpredictability of the underlying assumptions and estimates. The Company is especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. The Company has, however, included in this proxy statement certain unaudited financial forecasts of the Company that, to the extent described herein, were furnished to (i) the Board, Wells Fargo (the Company’s financial advisor) and UHS and its affiliates, in connection with the discussions concerning the proposed merger and (ii) certain other parties potentially interested in a transaction with the Company.

The Company Forecasts (as defined below) were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (which we refer to as “GAAP”). A summary of this information is presented below.

The Company Forecasts were, in the view of the Company’s management, prepared on a reasonable basis and in good faith, and reflect the best available estimates and judgments at the time of preparation. However, no assurances can be made regarding future events and the estimates and assumptions underlying the Company Forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized or undertaken and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates, the timeline of regulatory approvals, the commercial launch of the Company’s products under development, and the other risks and uncertainties described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 28, all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the transactions contemplated by the merger agreement, many of which will be beyond the control of UHS and the surviving corporation. Company stockholders are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company’s business. There can be no assurance that the underlying assumptions will prove to be accurate or that any projected results will be realized. Actual results likely will differ, and may differ materially, from those reflected in the Company Forecasts, whether or not the merger is consummated. The inclusion in this proxy statement of the Company Forecasts should not be regarded as an indication that the Company, the Board, UHS or its affiliates or their board of directors or any of their respective financial advisors considered, or now consider, these forecasts to be a reliable predictor of future results. The Company Forecasts are not fact, and neither they nor any underlying assumptions should be relied upon as being indicative of future results. Readers of this proxy statement are cautioned not to place reliance on this information.

 

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The Company Forecasts include certain non-GAAP financial measures, including Adjusted EBITDA (as defined below) and Unlevered Free Cash Flow (as defined below). In addition to the Company’s results and measures of performance determined in accordance with GAAP, the Company’s management included forecasts of non-GAAP financial measures in the Company Forecasts because the Company’s management believes that non-GAAP financial measures can be useful in evaluating and comparing the Company’s financial and operational performance over multiple periods, identifying trends affecting the Company’s business, formulating business plans and making strategic decisions. Company stockholders should also note that the non-GAAP financial measures presented in this proxy statement are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. Company stockholders should also note that the non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to Company stockholders. Because of the non-standardized definitions, the non-GAAP financial measures in this proxy statement and the accompanying footnotes may be calculated differently from, and may not be directly comparable to, similarly titled measures used by the Company’s competitors and other companies, or any similarly titled measures used by UHS and its affiliates.

Due to the inherent limitations of non-GAAP financial measures, Company stockholders should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of the non-GAAP financial measures.

The Company Forecasts included in this document have been prepared by, and are the responsibility of, the Company’s management. Neither the Company’s independent registered public accounting firm, Kost Forer Gabbay & Kasierer (which we refer to as “EY Israel”), nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the accompanying Company Forecasts and, accordingly, EY Israel does not express an opinion or any other form of assurance with respect thereto. The EY Israel report dated March 13, 2026 and incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Company Forecasts and should not be read to do so.

The non-GAAP financial measures included in the Company Forecasts were prepared by the management of the Company and directed by the Board for use by Wells Fargo in connection with its financial analysis and the preparation of its opinion, were used by the Board for its consideration of the merger and were provided to UHS and its affiliates and certain other parties potentially interested in a transaction with the Company. Financial measures provided to a financial advisor or counterparty in connection with a business combination transaction are not subject to SEC rules regarding disclosures of non-GAAP financial measures, and reconciliations of non-GAAP financial measures were not relied upon by the Board or Wells Fargo in connection with their respective evaluations of the merger. In addition, none of UHS or its affiliates or any other potentially interested party who received the Company Forecasts, including non-GAAP financial measures, was provided with any such reconciliation. Accordingly, the Company has not provided in this proxy statement a reconciliation of the non-GAAP financial measures included in the Company Forecasts to the relevant GAAP financial measures.

By including the Company Forecasts in this proxy statement, none of the Company, UHS or its affiliates or any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Company Forecasts. Accordingly, the Company Forecasts should not be construed as financial guidance, nor relied upon as such, and the Company Forecasts may differ in important respects from the 2026 earnings guidance, which guidance is presented as a range, and which the Company’s management prepared based on a different set of assumptions. The inclusion of the Company Forecasts in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Company Forecasts summarized in this section reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any changes since such Company Forecasts were prepared.

 

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NONE OF THE COMPANY, UHS OR ITS AFFILIATES OR, AFTER CONSUMMATION OF THE MERGER, THE SURVIVING CORPORATION, UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE COMPANY FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR. IN LIGHT OF THE FOREGOING FACTORS AND UNCERTAINTIES INHERENT IN THE COMPANY FORECASTS, READERS OF THIS PROXY STATEMENT ARE CAUTIONED NOT TO PLACE RELIANCE ON THIS INFORMATION.

Unaudited Company Forecasts

The Company’s management, at the direction of the Board, prepared non-public, unaudited prospective financial information for fiscal years 2026 through 2030 (which we refer to as the “Company Forecasts”) for the Company’s internal use in connection with the evaluation of potential strategic alternatives, including the merger, which were reviewed and discussed by the Transaction Committee and approved by the Transaction Committee for use on October 23, 2025. The Board directed Wells Fargo to use and rely on the Company Forecasts for purposes of providing financial analyses in connection with the Board’s evaluation of any potential strategic alternatives, including the merger.

Neither EY Israel, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The Company Forecasts were relied upon by the Board in reaching its unanimous determination on March 6, 2026, to approve and declare advisable the merger agreement and the transactions contemplated thereby, including the merger, and to recommend that the Company stockholders vote to adopt the merger agreement. The Company Forecasts were the only forecasts prepared by management of the Company that were approved by the Board and directed by the Board for use by Wells Fargo in connection with rendering its fairness opinion and performing its financial analyses in connection therewith, as summarized below in the section entitled “—Opinion of Wells Fargo” beginning on page 64. The Company Forecasts assume that the Company would continue to operate as a standalone company and do not reflect any impact of the proposed merger, including any impact of the negotiation or execution of the proposed merger, the expenses that may be incurred in connection with the proposed merger or the consummation thereof, any revenue or cost synergies that may be achieved as a result of the proposed merger or the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed or in anticipation of the proposed merger. The Company Forecasts for the fiscal years 2026 through 2028 were also made available to UHS and its affiliates and certain other parties potentially interested in a transaction with the Company.

The following tables set forth summaries of the Company Forecasts. The summaries are not included in this proxy statement to induce any Company stockholder to vote in favor of adopting the merger agreement proposal or approving any other proposals to be voted on at the special meeting.

Company Forecasts

 

		Company Forecasts
($ in millions)		2026E				2027E				2028E				2029E				2030E
Revenue			293				354				401				450				497
Gross Profit			123				149				168				187				205
Adjusted EBITDA(1)			35				56				70				86				100
Unlevered Free Cash Flow(2)			17				30				41				52				63

 

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(1)

“Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation and amortization (unburdened by stock-based compensation expense) and other adjustments. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to net income or operating income as a measure of operating performance or of cash flows or as a measure of liquidity.

(2)

“Unlevered Free Cash Flow” is defined as Adjusted EBITDA less taxes, stock-based compensation expenses and capital expenditures, plus changes in net working capital. Unlevered Free Cash Flow is a non-GAAP financial measure and should not be considered as an alternative to net income, operating income or cash flows from operating activities as a measure of operating performance or of cash flows or as a measure of liquidity.

Opinion of Wells Fargo

The Company engaged Wells Fargo as its financial advisor in connection with the merger. On March 6, 2026, Wells Fargo rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Wells Fargo’s written opinion addressed to the Board dated the same date) to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Wells Fargo in preparing the opinion, the merger consideration to be paid to the holders of Company common stock (other than canceled shares and appraisal shares) in the merger was fair, from a financial point of view, to such holders.

The full text of Wells Fargo’s written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken, is attached as Annex D to this proxy statement. The summary of Wells Fargo’s opinion contained in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Wells Fargo’s opinion was for the information and use of the Board (in its capacity as such) in connection with its evaluation of the merger and addressed only the fairness, from a financial point of view, of the merger consideration to be paid to the holders of Company common stock (other than canceled shares and appraisal shares) in the proposed merger. Wells Fargo’s opinion did not address any other aspect or implication of the merger (financial or otherwise). Wells Fargo’s opinion did not address the relative merits of the merger as compared to any alternative transactions or strategies that might be available to the Company, nor did it address the underlying business decision of the Board or the Company to proceed with or effect the merger. Wells Fargo’s opinion is not intended to be and does not constitute a recommendation to any stockholder of the Company or any other person as to how to vote or act on any matter relating to the merger or any other matter.

In preparing its opinion, Wells Fargo:

 

•

reviewed a draft, dated March 6, 2026, of the merger agreement;

 

•

reviewed certain publicly available business and financial information relating to the Company and the industries in which it operates;

 

•

compared the financial and operating performance of the Company with publicly available information concerning certain other companies Wells Fargo deemed relevant, and compared current and historic market prices of Company common stock with similar data for such other companies;

 

•

compared the proposed financial terms of the merger with the publicly available financial terms of certain other business combinations that Wells Fargo deemed relevant;

 

•

reviewed the Company Forecasts and perpetuity growth rates for the Company applicable beyond the projected period, each prepared by and approved for Wells Fargo’s use by the management of the Company;

 

•

reviewed certain estimates prepared by and approved for Wells Fargo’s use by the management of the Company as to the Company’s net operating loss tax carryforwards (which we refer to as “estimated tax assets”) and the Company’s ability to utilize those estimated tax assets to achieve future tax savings on a standalone basis (which we refer to as “estimated tax savings”);

 

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•

discussed with the management of the Company regarding certain aspects of the merger, the business, financial condition and prospects of the Company, the effect of the merger on the business, financial condition and prospects of the Company, and certain other matters that Wells Fargo deemed relevant; and

 

•

considered such other financial analyses and investigations and such other information that Wells Fargo deemed relevant.

In giving its opinion, Wells Fargo assumed and relied upon the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Wells Fargo by the Company or otherwise reviewed by Wells Fargo. Wells Fargo did not independently verify any such information, and pursuant to the terms of its engagement by the Company, Wells Fargo did not assume any obligation to undertake any such independent verification. In relying on the Company Forecasts, the estimated tax assets and the estimated tax savings, Wells Fargo assumed that the Company Forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of management as to the future performance and financial condition of the Company and that the estimated tax assets and estimated tax savings had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the Company’s net operating loss tax carryforwards and the Company’s ability to utilize those estimated tax assets to achieve future tax savings on a standalone basis. Wells Fargo expressed no view or opinion with respect to the Company Forecasts, the estimated tax assets or the estimated tax savings or the assumptions upon which they are based. Wells Fargo assumed that any representations and warranties made by the Company and UHS in the merger agreement or in other agreements relating to the merger will be true and accurate in all respects that are material to Wells Fargo’s analysis.

Wells Fargo also assumed that the merger would have the tax consequences described in discussions with, and materials provided to Wells Fargo by, the Company and its representatives. Wells Fargo assumed that, in the course of obtaining any regulatory or third-party consents, approvals or agreements in connection with the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or the contemplated benefits of the merger. Wells Fargo also assumed that the merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the merger agreement without waiver, modification or amendment of any term, condition or agreement thereof that is material to Wells Fargo’s analyses or opinion and that the final form of the merger agreement would not differ from the draft reviewed by Wells Fargo in any respect material to its analyses or opinion. In addition, Wells Fargo did not make any independent evaluation, inspection or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor had Wells Fargo been furnished with any such evaluations or appraisals. Wells Fargo did not evaluate the solvency of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters.

Wells Fargo’s opinion only addressed the fairness, from a financial point of view, of the merger consideration to be paid to the holders of Company common stock (other than canceled shares and appraisal shares) in the proposed merger, and Wells Fargo expressed no opinion as to the fairness of any consideration paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of the Company, including holders of the Company warrants. Furthermore, Wells Fargo expressed no opinion as to any other aspect or implication (financial or otherwise) of the merger, or any other agreement, arrangement or understanding entered into in connection with the merger or otherwise, including, without limitation, the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received by or otherwise payable to any officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise. Furthermore, Wells Fargo did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, environmental, executive compensation or other similar professional advice and relied upon the assessments of the Company and its advisors with respect to such advice.

Wells Fargo’s opinion was necessarily based upon information made available to Wells Fargo as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date thereof. Wells Fargo did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw

 

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its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date thereof, notwithstanding that any such subsequent developments may affect the opinion. Wells Fargo’s opinion did not address the relative merits of the merger as compared to any alternative transactions or strategies that might be available to the Company, nor did it address the underlying business decision of the Board or the Company to proceed with or effect the merger. Wells Fargo did not express any opinion as to the price at which Company common stock may be traded at any time.

Wells Fargo was selected by the Company to act as its financial advisor based on Wells Fargo’s qualifications, experience and reputation. Wells Fargo was not requested to, and it did not, recommend or determine the specific consideration payable in the merger or opine that any specific consideration constituted the only appropriate consideration for the merger.

The terms of the merger agreement, including the merger consideration, were determined through arm’s-length negotiations between the Company and UHS, and the decision to enter into the merger agreement was solely that of the Board. Wells Fargo’s opinion to the Board was one of many factors taken into consideration by the Board in deciding to consider, approve and declare the advisability of the merger agreement and the transactions contemplated thereby and to recommend the approval of the merger by the holders of Company common stock. Consequently, the analyses described below should not be viewed as determinative of the opinion of the Board with respect to the merger consideration pursuant to the merger agreement or of whether the Board or management would have been willing to agree to a different consideration.

Summary of Financial Analyses of Wells Fargo

The following is a summary of the material financial analyses performed by Wells Fargo and reviewed by the Board in connection with Wells Fargo’s oral opinion to the Board on March 6, 2026, and the preparation of Wells Fargo’s written opinion to the Board, dated as of March 6, 2026. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 5, 2026.

In preparing its opinion, Wells Fargo performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of Wells Fargo’s opinion or the analyses underlying, and factors considered in connection with, Wells Fargo’s opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Wells Fargo arrived at its opinion based on the results of all analyses undertaken by Wells Fargo and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Some of these summaries of the financial analyses include information presented in tabular format. The tables are not intended to be standalone, and in order to more fully understand the financial analyses used by Wells Fargo, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of the financial analyses. Accordingly, Wells Fargo believes that the analyses must be considered as a whole and in context and that selecting portions of its analyses and of the factors reviewed or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the processes underlying such analyses and its opinion.

In performing its analyses, Wells Fargo considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Wells Fargo’s analyses for comparative purposes is identical to the Company or the merger. While the results of each analysis were taken into account in reaching its overall conclusion with respect to the fairness, from a financial point of view, to the holders of Company common stock (other than canceled shares and appraisal shares) of the merger consideration to be paid to such holders in the

 

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merger, Wells Fargo did not make separate or quantifiable judgments regarding individual analyses. The reference ranges indicated by Wells Fargo’s financial analyses are illustrative and not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the merger. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the Company’s control and the control of Wells Fargo. Much of the information used in, and accordingly the results of, Wells Fargo’s analyses are inherently subject to substantial uncertainty.

Selected Public Companies Analysis

Wells Fargo performed a selected public companies analysis of the Company for which Wells Fargo reviewed certain financial and stock market information relating to the Company and the selected publicly traded companies listed below in the payor and employer care delivery industry that Wells Fargo deemed comparable to the Company in one or more respects, including among other things, products and services offered, customers, end-markets and financial performance. None of the selected companies used in Wells Fargo’s analysis is identical to the Company.

For each of the selected companies noted below, Wells Fargo considered, among other things, the ratio of enterprise value (defined as market capitalization plus net debt, capitalized leases, preferred equity and non-controlling interest) (which we refer to as “Enterprise Value”) to estimated (i) revenue for calendar years 2026 and 2027 (referred to herein as “2026E Revenue” and “2027E Revenue”, respectively) and (ii) Adjusted EBITDA for calendar years 2026 and 2027 (which we refer to as “2026E Adjusted EBITDA” and “2027E Adjusted EBITDA”, respectively), in each case based on publicly available information, including public filings and research consensus estimates. For purposes of Wells Fargo’s analyses, in deriving ranges of implied values for the Company, Wells Fargo used the estimates reflected in the Company Forecasts for the applicable financial data for the Company.

The selected companies considered by Wells Fargo were:

 

Selected Companies

Hinge Health, Inc.

Lifestance Health Group, Inc.

Progyny, Inc.

Teladoc Health, Inc.

Omada Health, Inc.

Wells Fargo noted that, based on market data as of March 5, 2026, (i) the median and mean Enterprise Value to 2026E Revenue multiples for the selected publicly traded companies were 1.8x and 2.1x and the median and mean Enterprise Value to 2027E Revenue multiples for the selected publicly traded companies were 1.6x and 1.8x and (ii) the median and mean Enterprise Value to 2026E Adjusted EBITDA multiples for the selected publicly traded companies were 10.1x and 12.0x and the median and mean Enterprise Value to 2027E Adjusted EBITDA multiples for the selected publicly traded companies were 8.4x and 10.0x. Taking into account the results of the selected company analysis and based upon the application of its professional judgment and experience, Wells Fargo selected for the Company reference ranges of multiples of (i) 1.90x to 2.75x to be applied to 2026E Revenue and 1.70x to 2.25x to be applied to 2027E Revenue and (ii) 17.00x to 22.00x to be applied to 2026E Adjusted EBITDA and 14.00x to 16.00x to be applied to 2027E Adjusted EBITDA, in each case, based on the Company Forecasts. This analysis indicated an implied equity value per share reference range

 

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for Company common stock, after taking into account the Company’s net cash and the fully diluted shares outstanding of Company common stock, each as of February 28, 2026 and as provided by the Company management, of $3.68 to $5.64, as compared to the merger consideration of $5.25 per share.

Selected Precedent Transactions

Wells Fargo performed with respect to the Company a selected precedent transactions analysis, which is designed to derive an implied value of a company based on publicly available financial terms for selected transactions. The selected transactions were selected because they involved target companies that were similar to the Company in one or more respects deemed relevant by Wells Fargo. In connection with its analysis, Wells Fargo reviewed publicly available information regarding certain transactions involving behavioral health and benefit management companies from January 1, 2020 through March 5, 2026. The financial data reviewed included the Enterprise Value as a multiple of such target company’s estimated (i) revenue for the twelve-month period following announcement of the applicable transaction (which we refer to as “NTM Revenue”) and (ii) Adjusted EBITDA for the twelve-month period following announcement of the applicable transaction (which we refer to as “NTM Adjusted EBITDA”), in each case based on publicly available information, including public filings and research consensus estimates.

The selected transactions considered by Wells Fargo were:

 

Date Announced		Acquiror		Target
January 2025		Transcarent, Inc.		Accolade, Inc.
June 2024		Altaris, LLC		Sharecare, Inc.
June 2022		TPG, Inc.		Convey Health Solutions Holdings, Inc.
June 2022		TELUS Corporation		LifeWorks, Inc.
April 2022		Titan-Atlas Parent, Inc. (an affiliate of Stone Point Capital)		Tivity Health, Inc.
February 2022		Spark Parent, Inc. (an affiliate of Patient Square Capital)		SOC Telemed, Inc.
June 2021		Onex Partners V (an affiliate of Onex Partners)		Newport Healthcare
January 2021		Centene Corporation		Magellan Health, Inc.
December 2020		Kelso Fund X (an affiliate of Kelso & Co)		Refresh Mental Health
April 2020		Affiliates of TPG Global, LLC / TPG Capital		LifeStance Health Holdings, Inc.

None of the selected transactions reviewed was identical to the merger and evaluation of the results of these analyses is not entirely mathematical. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of Wells Fargo’s analysis, may be considered similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the merger.

Wells Fargo noted that the mean and median of the NTM Revenue multiples for the selected transactions were 2.2x and 2.7x, respectively. Wells Fargo noted that the mean and median of the NTM Adjusted EBITDA multiples for the selected transactions were 15.7x and 15.0x, respectively. Based on the application of its professional judgment and experience, Wells Fargo applied a multiple range of 2.0x to 3.0x to the Company’s NTM Revenue as of December 31, 2025 (based on the Company Forecasts) and 17.0x to 19.0x to the Company’s NTM Adjusted EBITDA as of December 31, 2025 (based on the Company Forecasts). This analysis indicated an equity value per share reference range for Company common stock, after taking into account the Company’s net cash and the fully diluted shares outstanding of Company common stock, each as of February 28, 2026, and as provided by the Company management, of $3.84 to $5.50, as compared to the merger consideration of $5.25 per share.

 

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Discounted Cash Flow Analysis

Wells Fargo performed a discounted cash flow analysis with respect to the Company by calculating the estimated net present value (as of December 31, 2025) of (i) the projected unlevered free cash flows of the Company based on the Company Forecasts for the years ending December 31, 2026 through December 31, 2030, (ii) an estimated range of terminal values for the Company derived by application of perpetuity growth rates provided by and approved for Wells Fargo’s use by the management of the Company ranging from 4.0% to 5.0% and (iii) the estimated tax savings for the Company on a standalone basis for the fiscal years ending December 31, 2026 through December 31, 2032, resulting from the anticipated future utilization of the Company’s net operating losses. The present values (as of December 31, 2025) of the cash flows, the implied terminal values and the estimated tax savings were calculated using discount rates reflecting the estimated weighted average cost of capital for the Company ranging from 11.00% to 13.00%. This analysis indicated an implied equity value per share reference range for Company common stock, after taking into account the Company’s net cash and the fully diluted shares outstanding of Company common stock, each as of February 28, 2026 and as provided by the Company management, of $3.89 to $5.46, as compared to the merger consideration of $5.25 per share.

Certain Additional Information

Wells Fargo also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including the following:

Selected Premiums Paid Analysis. Wells Fargo performed with respect to the Company a selected premiums paid analysis, which is designed to derive an implied per share price range of a company’s equity securities based on observed premiums in selected transactions. In connection with its analysis, Wells Fargo reviewed publicly available statistics for certain transactions deemed relevant that were announced from January 1, 2015 through December 31, 2025 and involving acquisitions of U.S. targets, with transaction values between $200 million and $1 billion. By applying ranges of premiums of (i) 11% to 48% (reflecting the 25th and 75th percentiles of the observed one-day premiums relative to the one-day prior closing stock price) and (ii) 13% to 55% (reflecting the 25th and 75th percentiles of the observed four-week premiums relative to the four-weeks prior closing stock price) to the one-day prior unaffected closing stock price of the Company of $4.78 and the four-weeks prior unaffected closing stock price of the Company of $3.88, respectively, this analysis indicated a range of implied per share prices for Company common stock of $4.38 to $7.07.

Historical Trading Prices. Wells Fargo reviewed the historical intraday trading prices of Company common stock for the 52-week period through March 5, 2026, which ranged from $2.22 to $5.18.

Equity Research. Wells Fargo reviewed sell-side analyst price targets for shares of Company common stock published by eight equity research analysts through March 5, 2026. These price targets generally reflect each analyst’s estimate of the 12-month future public market trading price per share of Company common stock and were not discounted to reflect present values. The range of undiscounted price targets for shares of Company common stock was $5.50 per share to $9.00 per share. The price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of Company common stock and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

Miscellaneous

The Company agreed to pay Wells Fargo for its services in connection with the proposed merger a fee currently estimated to be approximately $15.7 million, of which $3.0 million became payable upon delivery of Wells Fargo’s opinion and the remainder of which is contingent upon consummation of the merger. The Company agreed to reimburse Wells Fargo for Wells Fargo’s expenses, including fees and expenses of counsel, incurred in connection with Wells Fargo’s engagement. In addition, the Company agreed to indemnify Wells Fargo and related parties against certain liabilities and other items, including liabilities under the federal securities laws, relating to or arising out of Wells Fargo’s engagement.

 

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During the two years preceding the date of Wells Fargo’s opinion, neither Wells Fargo nor its affiliates have had any other material investment, commercial banking or financial advisory relationships with the Company or HEC, a significant shareholder of the Company, and/or its affiliates or portfolio companies. As Wells Fargo informed the Board in connection with Wells Fargo’s engagement, during the two years preceding the date of Wells Fargo’s opinion, Wells Fargo and its affiliates have had investment or commercial banking relationships with UHS, for which Wells Fargo and such affiliates have received a fee of approximately $630,000. Such relationships have included acting as joint bookrunner on an offering of debt securities by UHS in September 2024. Wells Fargo noted to the Board that as of the date of Wells Fargo’s opinion, Wells Fargo and its affiliates held, on a proprietary basis, approximately 5% of the outstanding Company common stock and less than 1% of the outstanding common stock of UHS. In the ordinary course of business, Wells Fargo and its affiliates will trade or otherwise effect transactions in the securities or other financial instruments (including bank loans or other obligations) of the Company, UHS, HEC and certain of their respective affiliates and, as applicable, portfolio companies, for its own account and for the accounts of its customers and, accordingly, will at any time hold a long or short position in such securities or financial instruments. In addition, Douglas L. Braunstein, a Vice Chairman of Wells Fargo & Company (an affiliate of Wells Fargo), is Chairman of the Board, the former interim Chief Executive Officer of the Company and the Founder and Managing Partner of HEC. As of the date of Wells Fargo’s opinion, Mr. Braunstein beneficially owned approximately 15% of the outstanding Company common stock. As of the date of Wells Fargo’s opinion, HEC beneficially owned approximately 11% of the outstanding Company common stock.

Certain Effects of the Merger

If the Company stockholder approval is obtained, the other conditions to the closing of the merger are either satisfied or (to the extent permitted by law) waived and the merger is consummated, at the effective time, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement and in accordance with the DGCL, with the Company as the surviving corporation in the merger. As the surviving corporation in the merger, the Company will continue to exist following the merger as an indirect wholly owned subsidiary of UHS.

At the effective time, each share of Company common stock that is issued and outstanding as of immediately prior to the effective time (other than canceled shares and appraisal shares) will be converted automatically into, and will thereafter represent only, the right to receive the merger consideration ($5.25 per share in cash, without interest and subject to any applicable withholding taxes). At the effective time, you will be entitled to receive the merger consideration for each of your shares of Company common stock unless you have properly exercised, perfected and not validly withdrawn or otherwise lost your appraisal rights under the DGCL with respect to such shares of Company common stock, and certain other conditions under the DGCL are satisfied (as described in more detail in the section of this proxy statement entitled “The Merger—Appraisal Rights” beginning on page 72). Following the merger, all of the common stock of the surviving corporation will be beneficially owned by UHS, and none of the current Company stockholders will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company or the surviving corporation. As a result, the current Company stockholders (other than holders of the Company’s outstanding equity awards that are unvested immediately prior to the effective time) will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Company following the merger. Following the merger, UHS will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value. For additional information, please see the section of this proxy statement entitled “The Merger Agreement—Consideration To Be Received in the Merger” beginning on page 92.

In addition, at the effective time, each Company warrant that is issued and outstanding as of immediately prior to the effective time shall, immediately following the effective time, continue to be outstanding according to its terms; provided that, following the effective time, each Company warrant shall, automatically and without any required action on the part of the holder thereof or any other person, cease to become exercisable for Company common stock and become exercisable solely in exchange for the receipt of the merger consideration with respect to the aggregate number of shares of Company common stock for which such Company warrant was

 

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exercisable for immediately prior to the effective time. Pursuant to the Warrant Agreement between Hudson Executive Investment Corp. and Continental Stock Transfer & Trust Company, dated June 8, 2020 (which we refer to as the “warrant agreement”), if a holder properly exercises a Company warrant within 30 days following the Company’s public disclosure of the consummation of the merger in a Current Report on Form 8-K, then the exercise price per share under such Company warrant (which we refer to as the “warrant price”) with respect to such exercise shall be reduced by an amount (in dollars, and in no event less than zero) equal to the difference of (i) the warrant price in effect immediately prior to such reduction minus (ii) (A) the merger consideration minus (B) the Black-Scholes Warrant Value (as defined and determined in accordance with the warrant agreement).

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the section of this proxy statement entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 77 and the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Equity Awards” beginning on page 93.

Shares of Company common stock are currently registered under the Exchange Act and listed on NASDAQ under the trading symbol “TALK”. Following the consummation of the merger, shares of Company common stock are expected to be delisted and will no longer be traded on NASDAQ or any other public market in accordance with applicable law, rules and regulations. In addition, the registration of Company common stock under the Exchange Act is expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to the Company common stock in accordance with applicable law, rules and regulations.

Effects on the Company if the Merger is not Consummated

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger and holders of Company RSUs and Company options will not receive any payment for their vested equity awards and will not have their unvested equity awards converted to equivalent UHS equity awards in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on NASDAQ, the Company common stock will continue to be registered under the Exchange Act, the Company will continue to file periodic reports with the SEC, Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock, including, among other things, general industry, economic and market conditions, and holders of Company RSUs and Company options will continue to hold their Company equity awards and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company equity awards, including, among other things, general industry, economic and market conditions.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company common stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, from time to time, the Board will evaluate and review the Company’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to maximize stockholder value. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 113.

 

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Under certain circumstances, if the merger agreement is terminated, the Company may be obligated to pay to UHS a $32,394,000 termination fee, as described in the section of this proxy statement entitled “The Merger Agreement—Company Termination Fee” beginning on page 115.

Financing of the Merger

There is no financing condition to the consummation of the merger. UHS has represented in the merger agreement that it has the funds sufficient to enable Merger Sub and the surviving corporation to pay the merger consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated by the merger agreement and to pay all related fees and expenses and that there is no restriction on the use of cash for such purpose and to perform its obligations under the merger agreement. UHS has also represented it has the financial resources and capabilities to fully perform all of its obligations under the merger agreement.

Appraisal Rights

If the merger is consummated, holders of record and beneficial owners of shares of Company common stock who do not vote in favor of the merger agreement proposal and who do not wish to accept the merger consideration will have the right to demand an appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive an amount in cash equal to the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value in lieu of receiving the merger consideration. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Company stockholders who properly demand, and do not otherwise lose, withdraw or waive, appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Instead, they will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Company stockholders considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, Company stockholders wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that stockholders seek to exercise their appraisal rights under Section 262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of a stockholder’s appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement, without interest and subject to any applicable withholding taxes.

 

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A holder of record or a beneficial owner of shares of Company common stock who (i) continuously holds such shares on and from the date of the making of the demand through the effective time, (ii) properly submits a written demand for appraisal of their applicable shares of Company common stock to the Company before the vote is taken on the merger agreement proposal at the special meeting, (iii) has not consented to or otherwise voted in favor of the merger (including by executing and returning a proxy) or otherwise withdrawn, lost or waived appraisal rights, (iv) strictly complies with all other procedures for exercising appraisal rights under Section 262, (v) does not thereafter fail to perfect or effectively withdraw his, her or its demand for appraisal of such shares or otherwise lose his, her or its rights to seek appraisal and (vi) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below), will be entitled to have their shares of Company common stock appraised by the Delaware Court and to receive payment in cash of the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value from the effective time of the merger through the date of payment of the judgment.

Section 262 requires that where a merger agreement is to be submitted for adoption at a meeting of stockholders, the stockholders must be notified that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes the Company’s required notice to our stockholders that appraisal rights are available in connection with the merger, in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares of Company common stock, you must satisfy each of the following conditions: you must deliver to the Company a written demand for appraisal of your shares of Company common stock before the taking of the vote on the merger, which demand must reasonably inform us of the identity of the holder of record of shares of Company common stock who intends to demand appraisal of his, her or its shares of Company common stock and, for beneficial owners only, such demand must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and must provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below); you must not vote or submit a proxy in favor of the proposal to adopt the merger agreement; you must hold your shares of Company common stock continuously through the effective time; and you must comply in all respects with the other applicable requirements of Section 262.

A Company stockholder who elects to exercise appraisal rights must mail his, her or its written demand for appraisal to the following address:

Talkspace, Inc.

P.O. Box 659

Portsmouth, NH 03802

Attention: John Reilly

Chief Legal Officer and Executive Vice President, Government Relations

Demands for appraisal may not be submitted by electronic transmission. Such written demands must be delivered to and received by the Company before the vote on the adoption of the merger agreement at the special meeting.

 

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A record holder who holds shares of Company common stock as a nominee for others, such as a broker, fiduciary, depositary or other nominee, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the demand must set forth the number of shares of Company common stock covered by such demand. Where the number of shares of Company common stock is not expressly stated, the demand will be presumed to cover all shares of Company common stock outstanding in the name of such record owner.

Within 10 days after the effective time, the surviving corporation must give written notice that the merger has become effective to (i) each Company stockholder and (ii) each beneficial owner of Company common stock, in each case who has properly filed a written demand for appraisal in accordance with Section 262 and who did not vote in favor of the proposal to adopt the merger agreement. At any time within 60 days after the effective time, or thereafter with the written approval of the Company, any holder of record or beneficial holder entitled to appraisal rights who properly made a written demand for appraisal in accordance with Section 262 and who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the merger consideration specified by the merger agreement for some or all of that person’s shares of Company common stock, without interest and subject to any applicable withholding taxes, by delivering to the surviving corporation a written withdrawal of the demand for appraisal. A withdrawal of a holder of record’s or beneficial owner’s demand for appraisal will be deemed to be acceptance of the terms of the merger agreement, which terms are summarized in this proxy statement and which merger agreement is attached in its entirety to this proxy statement as Annex A. However, any such attempt to withdraw made more than 60 days after the effective time will require the surviving corporation’s written approval.

Within 120 days after the effective time, but not thereafter, either the surviving corporation or any stockholder who has properly and timely demanded appraisal and otherwise complied with Section 262 and who is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of Company common stock held by all stockholders that have demanded appraisal. The surviving corporation is under no obligation, and there is no present intent on the part of the Company or the surviving corporation, to file an appraisal petition. Stockholders seeking to exercise appraisal rights should assume that the Company and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company common stock. Accordingly, stockholders who desire to have their shares of Company common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within 120 days after the effective time, no petition has been filed as provided above, all rights to appraisal will cease and any stockholder that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement, without interest and subject to any applicable withholding taxes.

No appraisal proceeding in the Delaware Court will be dismissed as to any holder of record or beneficial owner without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just; provided, however, that this shall not affect the right of any holder of record or beneficial owner who has properly made an appraisal demand but who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the merger consideration within 60 days after the effective time of the merger. If the surviving corporation does not approve a holder of record’s or beneficial owner’s request to withdraw a demand for appraisal when that approval is required or, except with respect to any holder of record or beneficial owner who withdraws such person’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court does not approve the dismissal of an appraisal proceeding with respect to a holder of record or beneficial owner, the holder of record or beneficial owner will be entitled to receive only the appraised value of such holder’s shares of Company common stock determined in any such appraisal proceeding, which value could be less than, equal to or more than the merger consideration being offered pursuant to the merger agreement.

 

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In addition, within 120 days after the effective time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the approval of the adoption of the merger agreement and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of holders of such shares (provided that, where a beneficial owner makes a demand pursuant to Section 262, the holder of record of such shares of Company common stock shall not be considered a separate stockholder holding such shares of the Company for purposes of such aggregate number). Such statement must be given within 10 days after the written request therefor has been received by the surviving corporation or within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a holder of record or beneficial holder, service of a copy of such petition must be made upon the surviving corporation by such holder. The surviving corporation shall be required, within 20 days after such service, to file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded appraisal of their shares of Company common stock and with whom the surviving corporation has not reached agreements as to the value of such shares (which we refer to as the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such stockholders set forth on the Chancery List.

If a petition for an appraisal is timely filed by a holder of record or beneficial holder, at the hearing on such petition, the Delaware Court will determine which stockholders have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court may require the stockholders who have demanded an appraisal of their shares of Company common stock and who hold shares represented by certificates to submit their certificates of shares of Company common stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person. If immediately before the merger, the shares of the class or series of stock of the corporation were listed on a national securities exchange (which we expect to be the case), the Delaware Court will dismiss the appraisal proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (ii) the value of the consideration provided in the merger for such total number of shares exceeds $1,000,000.

Upon application by the surviving corporation or any stockholder entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to appraisal. Any stockholder whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court shall determine the fair value of shares of Company common stock taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest (unless the Delaware Court in its discretion determines otherwise for good cause shown) to be paid upon the amount determined to be the fair value. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares of Company common stock as determined by the Delaware Court, and (ii) interest theretofore accrued, unless paid by the surviving corporation as part of the pre-judgment payment to the stockholder.

 

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When the fair value of the shares of Company common stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the stockholders entitled to receive the same.

Although the Company believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, the surviving corporation does not anticipate offering more than the merger consideration to any stockholder exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant shares of Company common stock is less than the merger consideration.

In determining “fair value”, the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company”. The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger”. In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value”, but which rather applies only to the speculative elements of value arising from such accomplishment or expectation.

In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered”. In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

The cost of the appraisal proceeding may be determined by the Delaware Court and allocated among the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each party is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a stockholder whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all shares of Company common stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

If any holder of record or beneficial owner who demands appraisal of his, her or its shares of Company common stock under Section 262 fails to perfect, effectively withdraws, or otherwise waives or loses such stockholder’s right to appraisal, such stockholder’s shares of Company common stock will be deemed to have been converted at the effective time of the merger into the right to receive the merger consideration as provided in the merger agreement, without interest. A holder of record or beneficial owner will fail to perfect, effectively withdraw or otherwise waive or lose such stockholder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger or if the holder of record or beneficial owner delivers to the surviving corporation a written withdrawal of such stockholder’s or beneficial owner’s demand for appraisal and an acceptance of the merger consideration as provided in the merger agreement in accordance with Section 262 within 60 days of the effective time of the merger.

 

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Any holder of record or beneficial holder who has duly demanded appraisal in compliance with Section 262 will not be entitled to vote for any purpose any shares of Company common stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to Company stockholders of record at a date prior to the effective time.

No appraisal proceeding in the Delaware Court shall be dismissed as to any person without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court made under Section 262(j) of the DGCL; provided, however, that the foregoing shall not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective time. If no petition for appraisal is filed with the Delaware Court within 120 days after the effective time, all rights to appraisal will cease and any stockholder that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTION 262 MAY RESULT IN THE LOSS OF A HOLDER OF RECORD’S OR BENEFICIAL OWNER’S STATUTORY APPRAISAL RIGHTS. IN THAT EVENT, YOU WILL BE ENTITLED TO RECEIVE THE MERGER CONSIDERATION FOR YOUR DISSENTING SHARES IN ACCORDANCE WITH THE MERGER AGREEMENT, WITHOUT INTEREST AND SUBJECT TO ANY APPLICABLE WITHHOLDING TAXES. CONSEQUENTLY, ANY HOLDER OF RECORD OR BENEFICIAL OWNER WISHING TO EXERCISE APPRAISAL RIGHTS IS ENCOURAGED TO CONSULT FINANCIAL AND LEGAL COUNSEL BEFORE ATTEMPTING TO EXERCISE THOSE RIGHTS.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern. The summary included herein does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of a person’s appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement, without interest and subject to any applicable withholding taxes.

Interests of the Company’s Directors and Executive Officers in the Merger

The Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company stockholders generally. The members of the Board were aware of and considered these interests in reaching the determination to adopt the merger agreement and to recommend that Company stockholders approve the merger agreement proposal.

The Company’s non-employee directors for purposes of the discussion below are Mr. Douglas Braunstein, Ms. Swati Abbott, Ms. Liat Ben-Zur, Mr. Michael Hansen, Ms. Madhu Pawar, Mr. Erez Shachar, Mr. Curtis Warfield and Ms. Jacqueline Yeaney.

The Company’s executive officers for purposes of the discussion below are Dr. Jon Cohen, M.D. (Chief Executive Officer), Mr. Ian Harris (Chief Financial Officer), Mr. Gil Margolin (Chief Technology Officer), Mr. John C. Reilly (Chief Legal Officer and Executive Vice President, Government Relations) and Ms. Katelyn Watson (Chief Marketing Officer).

Consideration Payable for Outstanding Shares

Each of the Company’s directors and executive officers will be entitled to receive, for each share of Company common stock he or she holds, the merger consideration, on the same terms and conditions and in the same manner as other Company stockholders. Each share of Company common stock bearing a legend that such

 

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share is subject to forfeiture that is, or has been, forfeited pursuant to Section 1.9(c) of the sponsor support agreement will automatically be canceled and will cease to exist and no consideration will be delivered in exchange therefor.

For information regarding beneficial ownership of shares of Company common stock by each of the Company’s current directors and executive officers and all of such directors and executive officers as a group, please see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners, Management and Directors”, beginning on page 120.

Treatment of Company Warrants

Each Company warrant that is issued and outstanding as of immediately prior to the effective time will, immediately following the effective time, continue to be outstanding according to its terms; provided that, following the effective time, each Company warrant will, automatically and without any required action on the part of the holder thereof or any other person, cease to become exercisable for Company common stock and become exercisable solely in exchange for the receipt of the merger consideration with respect to the aggregate number of shares of Company common stock for which such Company warrant was exercisable for immediately prior to the effective time. Pursuant to the warrant agreement, if a holder properly exercises a Company warrant within 30 days following the Company’s public disclosure of the consummation of the merger in a Current Report on Form 8-K, then the warrant price with respect to such exercise shall be reduced by an amount (in dollars, and in no event less than zero) equal to the difference of (i) the warrant price in effect immediately prior to such reduction minus (ii) (A) the merger consideration minus (B) the Black-Scholes Warrant Value. If the closing occurs after June 22, 2026, the Company warrants will expire in accordance with their terms and will no longer be exercisable.

Treatment of Company Equity Awards

At the effective time, each Company RSU outstanding as of immediately prior to the effective time and that is or becomes vested as of the effective time will be canceled and converted into the right to receive an amount in cash (without interest) equal to the product (rounded up to the nearest cent) of (i) the aggregate number of shares of Company common stock underlying such vested Company RSU and (ii) the merger consideration.

At the effective time, each Company RSU outstanding as of immediately prior to the effective time and that is and remains unvested as of the effective time will be assumed by UHS and converted into restricted stock units relating to a number of UHS Class B shares equal to the product (rounded up to the nearest whole share) of (i) the number of shares of Company common stock underlying such Company RSU and (ii) the exchange ratio, with the same terms and conditions that applied to such Company RSU immediately prior to the effective time (including with respect to vesting, effect of termination of employment and dividend equivalents).

At the effective time, each Company option outstanding and unexercised as of immediately prior to the effective time and that is or becomes vested as of the effective time will be canceled and converted into the right to receive an amount in cash (without interest) equal to the product (rounded up to the nearest cent) of (i) the aggregate number of shares of Company common stock subject to such vested Company option, and (ii) the excess, if any, of (A) the merger consideration over (B) the per share exercise price of such vested Company option; provided, however, that any such vested Company option with a per share exercise price that is equal to or greater than the merger consideration shall be canceled for no consideration.

At the effective time, each Company option outstanding and unexercised as of immediately prior to the effective time and that is unvested as of the effective time will be assumed by UHS and converted into a stock option with respect to a number of UHS Class B shares (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Company common stock subject to such Company option immediately prior to the effective time and (ii) the exchange ratio, at an exercise price per share (rounded up to the nearest

 

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whole cent) equal to (a) the exercise price per share of such Company option immediately prior to the effective time divided by (b) the exchange ratio. Each assumed Company option will be subject to the same terms and conditions (including with respect to vesting and effect of termination of employment) that applied to the corresponding Company option immediately prior to the effective time.

Immediately prior to the effective time, the Company may fully accelerate the vesting of any Company RSUs and Company options held by non-employee directors of the Company.

With respect to the vested Company equity awards, the payment of the merger consideration will be made, subject to any applicable withholding taxes, as promptly as reasonably practicable following the effective time (and in no event later than the first regularly scheduled payroll date that occurs more than five business days following the effective time).

Finally, the Company ESPP will be terminated and all accumulated contributions of each participant thereunder will be used to purchase shares of Company common stock immediately following the conclusion of any ongoing purchase period or, if earlier, two business days prior to the effective time.

The following table sets forth, by type of Company equity award and for each director and each executive officer of the Company, an estimate of the aggregate value of such Company equity awards that may be held by each such individual at the effective time. The amounts set forth in the table below have been determined based on the number of Company equity awards held by each such individual as of March 31, 2026 (the latest practicable date to determine such amounts before the filing of this proxy statement), and assuming that (i) with respect to Company equity awards that convert into equivalent UHS equity awards, the price per share of Company common stock at the effective time is $5.15, which is the five-day average closing price of Company common stock following the first public announcement of the transaction on March 9, 2026, as required by SEC rules, (ii) all Company RSUs and Company options, in each case, that are or become vested at the effective time are valued based on the merger consideration of $5.25 per share (in the case of Company options, less the applicable exercise price of such Company options), (iii) the merger had been consummated on September 15, 2026, which is the assumed closing date only for purposes of this compensation-related disclosure and (iv) the individuals included in the tables below do not receive any additional grants of Company equity awards or forfeit any Company equity awards prior to September 15, 2026, however, the values in the table below do reflect the Company equity awards that are expected to vest prior to such date.

 

($)		Vested Company Options(1)(2)				Unvested Company Options(3)				Vested Company RSUs(2)				Unvested Company RSUs				Total
Non-Employee Directors
Douglas L. Braunstein			2,579,200				—				253,166				—				2,832,366
Erez Shachar			—				—				347,765				—				347,765
Curtis Warfield			—				—				253,166				—				253,166
Jacqueline Yeaney			—				—				253,166				—				253,166
Madhu Pawar			—				—				253,166				—				253,166
Michael Hansen			850,897				—				253,169				—				1,104,066
Swati Abbott			172,795				—				413,858				—				586,653
Liat Ben-Zur			172,795				—				413,858				—				586,653
Executive Officers
Jon Cohen			4,791,524				—				—				5,484,601				10,276,125
Ian Harris			52,341				100,307				—				2,028,208				2,180,855
John C. Reilly			523,646				149,843				—				1,202,085				1,875,574
Gil Margolin			170,190				89,263				—				713,807				973,260
Katelyn Watson			152,883				56,487				—				1,113,214				1,322,584

(1)	Excludes any Company options for which the exercise price is equal to or greater than the assumed stock price of $5.25.

 

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(2)	Values in this column assume that the Company has provided for accelerated vesting of all Company equity awards held by non-employee directors immediately prior to the effective time.

(3)

Pursuant to the Cohen Term Sheet (as defined and discussed further below in the section of this proxy statement entitled “—Individual Agreements—Cohen Term Sheet”), at the effective time, Dr. Cohen’s unvested Company options will be canceled and converted into a cash-based award. As such, the value of Dr. Cohen’s unvested Company options has been excluded from this table.

Potential Executive Severance Payments and Benefits

Each of Dr. Cohen, Messrs. Harris, Margolin and Reilly and Ms. Watson participate in the Company’s Executive Severance Plan (which we refer to as the “Severance Plan”), which provides for the following severance payments and benefits in the event of a termination without cause or for good reason (each, as defined in the Severance Plan) (which we refer to as a “qualifying termination”) in connection with a change in control transaction such as the merger.

Under the Severance Plan, upon a participant’s qualifying termination within three months prior to or one year following a change in control, then such participant will be entitled to the following severance payments and benefits:

 

•

A cash payment equal to 200% (100%, in the case of Ms. Watson) of the executive’s then-current base salary and annual target bonus for the year in which such qualifying termination occurred, payable over the 24-month period (12-month period, in the case of Ms. Watson) following such qualifying termination;

 

•

A lump sum cash payment equal to the executive’s target bonus for the year of termination, prorated based on the number of days during the applicable performance year that the executive was employed through his or her qualifying termination;

 

•

Up to 18 months (12 months, in the case of Ms. Watson) of payment or reimbursement of COBRA premiums for healthcare coverage at levels the same or similar to the coverage provided prior to the executive’s termination of employment; and

 

•

Full vesting acceleration of all outstanding Company equity awards held by such participant as of the date of his or her termination.

The above severance benefits are contingent on the executive’s execution and non-revocation of a release of claims in favor of the Company and compliance with any restrictive covenants to which the executive is subject. In the event that any payment or benefit constitutes a parachute payment within the meaning of Section 280G of the Code, the Severance Plan provides a “best pay cap” approach whereby any severance payments and benefits the executive receives are reduced to the extent necessary so that no portion thereof is subject to the excise tax imposed under Section 4999 of the Code, but only if (a) the net amount of such payments, as so reduced, is greater than or equal to (b) the net amount of such severance payments without such reduction. The potential value of cash severance payments (consisting of the cash payments described above and the value of COBRA reimbursement or payment) for each of Mr. Reilly and Ms. Watson is equal to $1,248,329 and $705,900, respectively. Cash severance values for our executive officers, other than Mr. Reilly and Ms. Watson, are provided below under “Golden Parachute Compensation.”

Retention Bonuses

In connection with the merger, the Company and UHS have agreed that the Company may establish a cash retention bonus program, under which the Company’s employees, including the executive officers, may receive awards in an aggregate amount of up to $2.5 million (which we refer to as the “Retention Pool”). Participants in and individual award amounts under the Retention Pool will be selected by the Company, subject to the approval of UHS. As of the date hereof, no executive officer has been granted an award under the Retention Pool.

 

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Director and Officer Indemnification

Pursuant to the terms of the merger agreement, each current or former director or officer of the Company will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see the section of this proxy statement entitled “The Merger Agreement—Indemnification and Insurance” beginning on page 110.

Interests of Douglas Braunstein in our Financial Advisor

Mr. Braunstein is currently a Vice Chairman of Wells Fargo & Company (an affiliate of Wells Fargo, our financial advisor in connection with the transactions contemplated by the merger agreement). Wells Fargo will receive a fee in connection with the transactions contemplated by the merger, a portion of which became due and owing as of March 6, 2026, the date Wells Fargo rendered its fairness opinion to the Board, and the remainder of which is contingent upon the closing of the merger. The aggregate fee expected to be received by Wells Fargo in connection with the transactions contemplated by the merger agreement constitutes less than 1% of Wells Fargo’s consolidated annual revenue. For additional information on Wells Fargo’s fee, see the section of this proxy statement entitled “—The Opinion of Wells Fargo” beginning on page 64.

Individual Agreements

Certain members of the Company’s senior management have entered into offer letter term sheets with UHS regarding their roles and compensation with UHS following the effective time (each of which we refer to as a “Term Sheet”). Each Term Sheet will become effective at the effective time and provides for base salary, annual target bonus and eligibility to receive annual grants of UHS equity awards. Furthermore, each Term Sheet is contingent on the executive’s (i) execution of a restrictive covenant agreement and alternative resolution of conflicts agreement, in each case, consistent with those entered into with similarly situated executives of UHS and consent and (ii) acknowledgement that any changes to his or her position (including status, offices, title, and reporting requirements), authority, duties or responsibilities in connection with or as a result of the merger will not constitute “good reason” under the Severance Plan. Specific details of each Term Sheet entered into as of the date of this proxy statement are described below. Certain members of the Company’s senior management have discussed with UHS the terms and conditions of their continued employment following the effective time, but, as of the date of this proxy statement and other than as described herein, the parties have not agreed to any such terms.

Cohen Term Sheet

Pursuant to Dr. Cohen’s Term Sheet (which we refer to as the “Cohen Term Sheet”), Dr. Cohen will serve as Chief Executive Officer of the Company following the effective time and be eligible to receive (i) an annual base salary of $600,000, (ii) an annual bonus with a maximum payout equal to 200% of his annual base salary and (iii) beginning in 2027, annual grants of UHS equity awards with a grant date value equal to $750,000, with terms and conditions consistent with similarly situated executives of UHS. At the effective time, Dr. Cohen’s unvested Company options will be canceled and converted into a cash-based award equal to their intrinsic value based on the value of the merger consideration, payable quarterly over two years in eight equal installments, subject to continuous employment through the date of each installment (which we refer to as the “converted options”). Additionally, Dr. Cohen will be awarded a cash-based award of $2,400,000, equal to, and in lieu of, the value of severance benefits to which he would have been entitled upon a qualifying termination under the Severance Plan within three months prior to or one year following a change in control, payable quarterly over two years in eight equal payments, subject to continuous employment through the date of each installment (which we refer to as the “cash-based severance award” and, together with the converted options, the “Closing Payments”). In the event of a qualifying termination under the Severance Plan (as modified by the Cohen Term Sheet) following the effective time, any unpaid portion of the Closing Payments will become payable in a lump

 

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sum. Pursuant to the Cohen Term Sheet, at any time following the second anniversary of the effective time and in no event following the fourth anniversary thereof, Dr. Cohen may elect to transition from his position as Chief Executive Officer to a consultant role in exchange for a quarterly retainer of $25,000 and continued vesting of his unvested equity awards in accordance with the applicable vesting schedules. In the event the Company terminates Dr. Cohen’s consulting role (other than for Dr. Cohen’s material failure to perform the services associated with his consulting role), his then-outstanding and unvested equity awards will fully vest. In addition, the Cohen Term Sheet provides that Dr. Cohen and UHS will negotiate in good faith to enter into a customary employment agreement.

Harris Term Sheet

Pursuant to Mr. Harris’s Term Sheet (which we refer to as the “Harris Term Sheet”), Mr. Harris will serve as Chief Financial Officer of the Company following the effective time and be eligible to receive (i) an annual base salary of $400,000, (ii) a target bonus of up to 100% of his annual base salary and (iii) a cash sign-on bonus equal to $500,000, payable at the effective time (which we refer to as the “Sign-On Bonus”). The Harris Term Sheet provides that if Mr. Harris experiences a qualifying termination under the Severance Plan (as modified by the Harris Term Sheet) within the six-month period following the effective time, he will be entitled to a gross-up payment with respect to any excise tax incurred under Section 4999 of the Code, provided that the amount of such payment shall not exceed $1,600,000. If Mr. Harris experiences a qualifying termination (as modified by the Harris Term Sheet) within one year following the effective time or if Mr. Harris resigns for any reason during the period beginning on the six-month anniversary of the effective time and ending on the one-year anniversary of the effective time, Mr. Harris will receive the value of severance benefits to which he would have been entitled under the Severance Plan upon a qualifying termination within three months prior to or one year following a change in control, reduced by the value of the Sign-On Bonus.

Margolin Term Sheet

Pursuant to Mr. Margolin’s Term Sheet (which we refer to as the “Margolin Term Sheet”), Mr. Margolin will serve as Chief Technology Officer of the Company following the effective time and be eligible to receive (i) an annual base salary of $500,000, (ii) a target bonus of 150% of his annual base salary, which, during the first two years of his employment with UHS following the effective time, will be payable at no less than target level, (iii) beginning in 2026, annual grants of UHS equity awards with a grant date value equal to $500,000, with terms and conditions consistent with similarly situated executives of UHS and (iv) a cash retention bonus equal to $3,000,000, payable in two equal installments on the first and second anniversaries of the effective time, subject to continued employment through the date of each installment. The Margolin Term Sheet provides that if Mr. Margolin experiences a qualifying termination (as modified by the Margolin Term Sheet), dies, or becomes disabled, he (or his estate, as applicable), will receive any then-unpaid portion of the cash retention bonus in a single lump sum within 60 days of such termination, death or disability.

Non-Employee Director Fees

The Company is permitted to pay to each non-employee director his or her unpaid cash retainer for the calendar quarter in which the effective time occurs. The Company is also permitted to accelerate the vesting of any Company RSUs and Company options held by each current non-employee director of the Company immediately prior to the effective time.

Quantification of Payments and Benefits

In accordance with Item 402(t) of Regulation S-K, the table below sets forth for each of the Company’s named executive officers estimates of the amounts of compensation that are payable in connection with or otherwise relate to the transactions. The Company stockholders are being asked to approve, on a non-binding, advisory basis, such compensation. Because the vote to approve such compensation is advisory only, it will not

 

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be binding on any of the Company, the Board, UHS or the surviving corporation. Accordingly, if the merger agreement proposal is approved by the Company stockholders and the merger is consummated, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and above under “—Interests of the Company’s Directors and Executive Officers in the Merger”.

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (i) an assumption that the merger had been consummated on September 15, 2026, which is the assumed closing date only for purposes of this compensation-related disclosure, (ii) with respect to Company equity awards that are or become vested at the effective time, the per share merger consideration of $5.25, (iii) with respect to Company equity awards that are unvested at the effective time, the price per share of Company common stock at the effective time of $5.15, which is the five-day average closing price of Company common stock following the first public announcement of the transaction on March 9, 2026, as required by SEC rules, (iv) the named executive officers’ salary and annual target bonus as in effect as of March 31, 2026, (v) the number of unvested Company RSUs held by the named executive officers as of March 31, 2026, the latest practicable date to determine such amounts before the filing of this proxy statement and (vi) an assumption that each named executive officer experiences a termination at the effective time under circumstances that would entitle the executive to severance benefits. As such, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before the consummation of the merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

For the purposes of this disclosure, “double-trigger” refers to payments or benefits that require two conditions, the consummation of the transactions as well as another condition, such as a qualifying termination or continued employment through a certain date. “Single-trigger” refers to payments or benefits that become due or payable solely as a result of consummation of the transactions.

 

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Golden Parachute Compensation

 

Name(1)		Cash ($)(2)				Equity ($)(3)				Tax Reimbursement ($)(4)				Total ($)
Jon Cohen			4,664,867				10,276,125				—				14,940,992
Ian Harris			1,940,933				2,180,855				1,600,000				5,721,788
Gil Margolin			4,940,933				973,260				—				5,914,193

(1)	Jennifer Fulk is also a named executive officer of the Company for purposes of this disclosure. However, Jennifer Fulk’s employment with the Company terminated in May 2024, and she will not receive any payments or benefits in connection with the transactions.

(2)

Represents the named executive officer’s (i) potential cash severance, payable pursuant to the terms of the Severance Plan, as modified by such named executive officer’s Term Sheet, as applicable, (ii) retention or sign-on bonus and (iii) in the case of Dr. Cohen, the Closing Payments, which amounts are set forth in the table below.

 

		Severance ($)(a)				Retention / Sign- On Bonus ($)(b)				Closing Payments ($)(c)				Total ($)
Jon Cohen			482,600				—				4,182,267				4,664,867
Ian Harris			1,440,933				500,000				—				1,940,933
Gil Margolin			1,940,933				3,000,000				—				4,940,933

(a)

Represents cash severance equal to (i) a cash payment equal to 200% of the executive’s then-current base salary and annual target bonus for the year in which his qualifying termination (for purposes of the “Golden Parachute Compensation” section, as modified by the applicable Term Sheet) occurred, payable over the 24-month period following such qualifying termination; (ii) a lump sum cash payment equal to the executive’s target bonus for the year of termination, prorated based on the number of days during the applicable performance year that the executive was employed through his qualifying termination; and (iii) the value of up to 18 months of payment or reimbursement of COBRA premiums for healthcare coverage at levels the same or similar to the coverage provided prior to the executive’s termination of employment. Dr. Cohen’s cash severance has been reduced by the value of the cash-based severance award, and Mr. Harris’s cash severance has been reduced by the value of the Sign-On Bonus. These amounts are “double-trigger” payments since they are only payable if the executive incurs a qualifying termination.

(b)

Represents the executive’s retention or sign-on bonus, as applicable, which, in the case of Mr. Harris, is a “single-trigger” payment since the Sign-On Bonus becomes payable solely as a result of the occurrence of the effective time and, in the case of Mr. Margolin, is a “double-trigger” payment since his retention bonus requires either continued employment through the second anniversary of the effective time or certain terminations of employment.

(c)

Represents the Closing Payments payable to Dr. Cohen pursuant to the Cohen Term Sheet, which are “double-trigger” payments since they require either continued employment through the second anniversary of the effective time or certain terminations of employment.

 

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(3)

Represents the estimated value of all outstanding Company equity awards. Unvested Company equity awards are “double-trigger” payments because they would accelerate and vest upon a qualifying termination on or following the effective time, and vested Company equity awards are “single-trigger” payments since they will become payable at the effective time.

 

		Unvested Company Options ($)				Vested Company Options ($)				Company RSUs ($)(a)				Total ($)
Jon Cohen			(b)				4,791,524				5,484,601				10,276,125
Ian Harris			100,307				52,341				2,028,208				2,180,855
Gil Margolin			89,263				170,190				713,807				973,260

 

(a)

None of the named executive officers hold vested Company RSUs.

(b)

Pursuant to the Cohen Term Sheet, at the effective time, Dr. Cohen’s unvested Company options will be canceled and converted into a cash-based award. As such, the value of Dr. Cohen’s unvested Company options has been excluded from this table.

 

(4)

Represents the maximum potential gross-up payment to Mr. Harris with respect to any excise tax incurred under Section 4999 of the Code upon Mr. Harris’s qualifying termination within the six-month period following the effective time. This is a “double-trigger” payment since it requires a qualifying termination.

 

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Material U.S. Federal Income Tax Consequences of the Merger

The following discussion summarizes certain material U.S. federal income tax consequences to holders with respect to the disposition of Company common stock pursuant to the merger. It is not intended to be a complete analysis or description of all potential U.S. federal income tax consequences of the merger. This discussion is based upon the provisions of the Code, applicable U.S. Treasury Regulations, rulings and judicial decisions as of the date hereof, all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein. The Internal Revenue Service (which we refer to as the “IRS”) may not agree with the tax consequences described in this discussion.

This discussion assumes that holders of shares of Company common stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Company common stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of shares of Company common stock subject to special treatment under the U.S. federal income tax laws (including, for example, financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, regulated investment companies and real estate investment trusts, tax-exempt organizations, retirement or other tax-deferred accounts, insurance companies, dealers in securities or non-U.S. currencies, traders in securities who elect to use the mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired their shares of Company common stock through vesting of units or otherwise as compensation, holders subject to the alternative minimum tax, holders who exercise their appraisal rights in connection with the merger, holders who hold their shares of Company common stock as part of a hedge, straddle, constructive sale or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, accrual method holders who prepare an “applicable financial statement” (as defined in Section 451 of the Code) and holders who own or have owned (directly, indirectly or constructively) 5% or more of the Company common stock (by vote or value)). In addition, this discussion does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction or U.S. federal non-income tax consequences (including, for example, the federal estate or gift tax or the application of the Medicare tax on net investment income under Section 1411 of the Code).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Company common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding Company common stock, you should consult your own tax advisor.

All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the receipt of cash in exchange for shares of Company common stock pursuant to the merger.

For purposes of the merger agreement, the term “U.S. holder” means a beneficial owner of Company common stock, that is, for U.S. federal income tax purposes:

 

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an individual citizen or resident of the United States;

 

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a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

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a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes; or

 

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an estate, the income of which is subject to U.S. federal income tax regardless of its source.

 

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For purposes of the merger agreement, a “non-U.S. holder” means a beneficial owner (other than a partnership or an entity classified as a partnership that is subject to U.S. federal income tax reporting) of Company common stock that is not a U.S. holder.

U.S. Holders

The receipt of cash by a U.S. holder pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the merger and such U.S. holder’s adjusted tax basis in the shares of Company common stock converted into cash pursuant to the merger. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of U.S. federal income taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Company common stock at different times or at different prices, such U.S. holder must determine its adjusted tax basis, holding period and gain or loss separately with respect to each block of Company common stock.

Non-U.S. Holders

Subject to the discussion of information reporting and backup withholding below, any gain recognized on the receipt of cash pursuant to the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

 

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the gain is effectively connected with a U.S. trade or business of such non-U.S. holder (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or, in the case of an individual, a fixed base in the United States maintained by such non-U.S. holder), in which case the non-U.S. holder generally will be subject to tax on such gain in the same manner as a U.S. holder and, if the non-U.S. holder is a corporation, the holder may be subject to branch profits tax at the rate of 30% on the effectively connected gain (or such lower rate as may be specified by an applicable income tax treaty);

 

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the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the merger and certain other conditions are met, in which case the non-U.S. holder generally will be subject to tax at a 30% rate (or a lower applicable income tax treaty rate) on any gain derived from the disposition of the Company common stock pursuant to the merger (other than gain effectively connected with a U.S. trade or business), which may be offset by certain U.S. source capital losses; or

 

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the Company common stock constitutes a “United States real property interest” (which we refer to as “USRPI”) for U.S. federal income tax purposes under the Foreign Investment in Real Property Tax Act of 1980 (which we refer to as “FIRPTA”).

If the Company common stock constitutes a USRPI under FIRPTA, a non-U.S. holder will be subject to U.S. federal income tax on any gain recognized on the receipt of cash in exchange for their shares of Company common stock in the merger on a net basis at applicable U.S. graduated rates in the same manner as a U.S. holder. The Company common stock will constitute a USRPI if we have been a “United States real property holding corporation” (which we refer to as “USRPHC”) for U.S. federal income tax purposes at any time within the shorter of (x) the five-year period ending on the effective date of the merger and (y) the non-U.S. holder’s holding period for the shares of Company common stock. Although there can be no assurances in this regard, we believe we have not been a USRPHC at any time during the five-year period preceding the merger. The determination of USRPHC status depends on the fair market value of our USRPIs relative to the fair market value of our other trade or business assets and our non-U.S. real property interests. In the event that we are, or have been, a USRPHC, a non-U.S. holder’s shares of the Company common stock nevertheless will not

 

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constitute a USRPI if the shares of the Company common stock are “regularly traded on an established securities market” (within the meaning of applicable U.S. Treasury Regulations) at the effective time and the non-U.S. holder owned (directly, indirectly or constructively) 5% or less of the Company common stock at all times during the shorter of (x) the five-year period ending on the effective date of the merger and (y) the non-U.S. holder’s holding period for the shares. The Company common stock is currently listed on NASDAQ and we believe that, for as long as the Company common stock continues to be so listed, our common stock will be treated as “regularly traded on an established securities market.”

Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and the procedures for claiming tax treaty benefits or otherwise establishing an exemption from U.S. tax with respect to any portion of the merger consideration payable to them pursuant to the merger.

Information Reporting and Backup Withholding

Generally, information reporting requirements may apply in connection with payments made to U.S. holders and non-U.S. holders in connection with the merger.

Backup withholding of tax (currently at a rate of 24%) generally will apply to the proceeds received by a U.S. holder pursuant to the merger, unless the U.S. holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. holder’s correct taxpayer identification number and certifying that such U.S. holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules.

Backup withholding of tax may also apply to the proceeds received by a non-U.S. holder pursuant to the merger, unless the non-U.S. holder provides the applicable withholding agent with a properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8), attesting to such non-U.S. holder’s status as a non-U.S. person and otherwise complies with applicable certification requirements. Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement.

Backup withholding is not an additional tax. The amount of any backup withholding on a payment to a U.S. holder or a non-U.S. holder generally will be allowed as a credit against such U.S. holder’s or non-U.S. holder’s U.S. federal income tax liability, if any, and may entitle such U.S. holder or non-U.S. holder to a refund, provided that the required information is timely furnished to the IRS.

THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION, AND HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME, ALTERNATIVE MINIMUM TAX AND OTHER TAX LAWS AND OF CHANGES IN THOSE TAX LAWS.

Regulatory Approvals in Connection with the Merger

The parties to the merger agreement intend to, and are obligated to, coordinate and cooperate with each other and use reasonable best efforts to, as promptly as reasonably practicable, among other things, (i) obtain all approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any governmental authority necessary, proper or advisable to consummate and make

 

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effective, in the most expeditious manner reasonably practicable, the transactions contemplated by the merger agreement and (ii) defend or contest in good faith any action or judgment that would otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by the merger agreement, in each case, as described in the section of this proxy statement entitled “The Merger Agreement—Reasonable Best Efforts” beginning on page 107. The Company and UHS currently believe that the necessary regulatory approvals can be obtained during the third quarter of 2026; however, there can be no assurances that such approvals will be obtained in accordance with this timing or at all.

HSR Act Clearance

Consummation of the merger is subject to the requirements of the HSR Act and the rules promulgated by the FTC, which prevent transactions such as the merger from being consummated until (i) certain information and materials are furnished to the DOJ and the FTC and (ii) the applicable waiting period under the HSR Act has expired or been terminated. The Company and UHS filed their respective Notification and Report Forms with the FTC and the Antitrust Division of the DOJ on March 27, 2026. The required 30-day waiting period under the HSR Act will expire at 11:59 p.m. Eastern time on April 27, 2026.

At any time before or after consummation of the merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the merger will not be made or that, if a challenge is made, we will prevail.

State Regulatory Notifications and Approvals

Consummation of the merger is subject to the approval, termination or expiration of any waiting periods and any required approvals or authorizations applicable to the consummation of the merger under certain state healthcare laws as set forth in the confidential disclosure schedules to the merger agreement delivered to UHS and Merger Sub. The parties to the merger agreement have filed and will file notices, applications and other statements, as required by any applicable healthcare laws and regulations of each applicable state. In particular, Washington and Illinois maintain notification requirements under their respective state laws that apply to the merger. The Company has submitted copies of the HSR filings to the applicable regulators in Washington and Illinois pursuant to those states’ mini-HSR laws, which submissions will satisfy the Company’s obligation to provide notice of the material healthcare transaction under the applicable state statutes without the need to submit separate notices in those states. State regulatory and governmental authorities may take actions under the laws of their jurisdictions, which could include seeking to enjoin the consummation of the merger. For more information about regulatory approvals relating to the merger, see the section of this proxy statement entitled “The Merger Agreement—Conditions of the Merger” beginning on page 112.

Additional Approvals

The Company and UHS intend to make all required filings under the Exchange Act relating to the merger and obtain all other approvals and consents that may be necessary to give effect to the merger.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, or obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the

 

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completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. These conditions could result in the conditions to the merger not being satisfied.

Delisting and Deregistration of the Common Stock

If the merger is consummated, UHS will use reasonable best efforts to cause the shares of Company common stock and the Company warrants to be delisted from NASDAQ and deregistered under the Exchange Act as soon as reasonably practicable following the effective time.

 

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete, may not contain all of the information about the merger agreement that is or may be important to you and is qualified in its entirety by reference to the full merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement. We strongly recommend that you read the merger agreement and documents related thereto carefully and in their entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and such documents and not by this summary or any other information contained in this proxy statement.

The merger agreement is included with this proxy statement only to provide you with information regarding the terms of the merger agreement and not to provide you with any other factual information regarding the Company, UHS, Merger Sub or their respective subsidiaries, affiliates or businesses. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

 

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have been made only for purposes of the merger agreement;

 

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have been qualified by certain documents filed with, or furnished to, the SEC by the Company, from and after January 1, 2024, and on or prior to March 6, 2026;

 

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have been qualified by confidential disclosures made by the Company in connection with the merger agreement;

 

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are subject to materiality qualifications contained in the merger agreement that may differ from what may be viewed as material by investors;

 

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are subject to knowledge qualifiers contained in the merger agreement, which qualifiers are tied to the actual knowledge of certain persons after due inquiry;

 

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were made only as of March 9, 2026, or such other date as is specified in the merger agreement; and

 

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have been included in the merger agreement for the purpose of allocating risk between the Company, on the one hand, and UHS and Merger Sub, on the other hand, rather than establishing matters as facts.

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, UHS, Merger Sub or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed (and may continue to change) after March 9, 2026, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. The Company will provide additional disclosure in its public reports of any material information necessary to provide the Company stockholders with a materially complete understanding of the disclosures relating to the merger agreement. See the section of this proxy statement entitled “Where You Can Find Additional Information” beginning on page 126.

Effects of the Merger

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, Merger Sub, an indirect wholly owned subsidiary of UHS, will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease and the Company will be the surviving corporation in the merger.

 

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Closing and Effective Time of the Merger

Unless the merger agreement has been terminated pursuant to its terms, or the parties agree in writing otherwise, the closing of the merger will take place at 10:00 a.m. (New York City time) on the second business day following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions at the closing of the merger).

The merger will become effective at the time that the certificate of merger is filed with the Secretary of State of the State of Delaware or, to the extent permitted by applicable law, at such later time as is agreed to in writing by the parties to the merger agreement prior to the filing of such certificate of merger and specified therein.

At the effective time, by virtue of the merger and without any action on the part of UHS, Merger Sub, the Company or any holder of any securities of the Company, UHS or Merger Sub, the certificate of incorporation of the Company, as in effect immediately prior to the effective time, will be amended and restated to read in its entirety as set forth on Exhibit A to the merger agreement, and as so amended and restated will be the certificate of incorporation of the surviving corporation until thereafter amended in accordance with applicable law and the certificate of incorporation and bylaws of the surviving corporation (and subject to compliance with the requirements of the merger agreement described under the section of this proxy statement entitled “—Indemnification and Insurance” below). At the effective time, by virtue of the merger and without any action on the part of UHS, Merger Sub, the Company or any other person, the bylaws of Merger Sub as in effect immediately prior to the effective time, will be the bylaws of the surviving corporation, except that references to Merger Sub’s name will be replaced with references to the surviving corporation’s name, until thereafter amended in accordance with applicable law and the certificate of incorporation and bylaws of the surviving corporation (and subject to compliance with the requirements of the merger agreement described under the section of this proxy statement entitled “—Indemnification and Insurance” below). The Company and UHS currently expect to consummate the merger in the third quarter of 2026, subject to receipt of the Company stockholder approval and the required regulatory approvals and the satisfaction or waiver (to the extent permitted by applicable law) of the other conditions to the merger described under the section of this proxy statement entitled “—Conditions of the Merger” below. For additional information, please see the section of this proxy statement entitled “The Merger—Regulatory Approvals in Connection with the Merger” beginning on page 88.

Directors and Officers of the Surviving Corporation

By virtue of the merger and without any action on the part of UHS, Merger Sub, the Company or any other person, the directors of Merger Sub immediately prior to the effective time will be the directors of the surviving corporation immediately following the effective time until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation.

By virtue of the merger and without any action on the part of UHS, Merger Sub, the Company or any other person, the officers of Merger Sub immediately prior to the effective time will be the officers of the surviving corporation until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation.

Consideration To Be Received in the Merger

The merger agreement provides that, at the effective time, each issued and outstanding share of Company common stock as of immediately prior to the effective time (other than canceled shares and appraisal shares) will be converted automatically into, and will thereafter represent only, the right to receive an amount in cash equal to

 

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$5.25 per share of Company common stock, without interest and subject to applicable withholding taxes. As of the effective time, each holder of Company common stock will cease to have any rights with respect thereto, except the right to receive the merger consideration to be paid in consideration therefor.

If, between March 9, 2026 and the effective time, any change in the outstanding shares of Company common stock occurs as a result of any stock split, reverse stock split, dividend (including any dividend or other distribution of securities convertible into shares of Company common stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change, the merger consideration and any other amounts payable pursuant to the merger agreement will be equitably adjusted to reflect such event.

Canceled Shares

All shares of Company common stock that are owned by the Company immediately prior to the effective time or then held by UHS or Merger Sub will be canceled and will cease to exist and no consideration will be delivered in exchange therefor. Each share of Company common stock bearing a legend that such share is subject to forfeiture that is, or has been, forfeited pursuant to Section 1.9(c) of the sponsor support agreement will automatically be canceled and will cease to exist and no consideration will be delivered in exchange therefor.

Treatment of Company Equity Awards

At the effective time, each Company RSU outstanding as of immediately prior to the effective time and that is or becomes vested as of the effective time will be canceled and converted into the right to receive an amount in cash (without interest) equal to the product (rounded up to the nearest cent) of (i) the aggregate number of shares of Company common stock underlying such vested Company RSU and (ii) the merger consideration.

At the effective time, each Company RSU outstanding as of immediately prior to the effective time and that is and remains unvested as of the effective time will be assumed by UHS and converted into restricted stock units relating to a number of UHS Class B shares equal to the product (rounded up to the nearest whole share) of (i) the number of shares of Company common stock underlying such Company RSU and (ii) the exchange ratio, with the same terms and conditions that applied to such Company RSU immediately prior to the effective time (including with respect to vesting, effect of termination of employment and dividend equivalents).

At the effective time, each Company option outstanding and unexercised as of immediately prior to the effective time and that is or becomes vested as of the effective time will be canceled and converted into the right to receive an amount in cash (without interest) equal to the product (rounded up to the nearest cent) of (i) the aggregate number of shares of Company common stock subject to such vested Company option, and (ii) the excess, if any, of (A) the merger consideration over (B) the per share exercise price of such vested Company option; provided, however, that any such vested Company option with a per share exercise price that is equal to or greater than the merger consideration shall be canceled for no consideration.

At the effective time, each Company option outstanding and unexercised as of immediately prior to the effective time and that is unvested as of the effective time will be assumed by UHS and converted into a stock option with respect to a number of UHS Class B shares (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Company common stock subject to such Company option immediately prior to the effective time and (ii) the exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of such Company option immediately prior to the effective time divided by (b) the exchange ratio. Each assumed Company option will be subject to the same terms and conditions (including with respect to vesting and effect of termination of employment) that applied to the corresponding Company option immediately prior to the effective time.

 

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Immediately prior to the effective time, the Company may, in accordance with the terms of the Company’s Non-Employee Director Compensation Plan, fully accelerate the vesting of any Company RSUs and Company options held by non-employee directors of the Company.

With respect to the vested Company equity awards, the payment of the merger consideration will be made, subject to any applicable withholding taxes, as promptly as reasonably practicable following the effective time (and in no event later than the first regularly scheduled payroll date that occurs more than five business days following the effective time).

As soon as practicable after the effective time, UHS will take all corporate action reasonably necessary to (i) reserve for issuance a sufficient number of UHS Class B shares for issuance with respect to the assumed Company equity awards and (ii) cause the registration of UHS Class B shares issuable with respect to the assumed Company equity awards to become effective as part of a registration statement on Form S-8 (or any successor or other appropriate form), and, thereafter, UHS will maintain the effectiveness of such registration statement for so long as such assumed Company equity awards remain outstanding.

Finally, the Company ESPP will be terminated and all accumulated contributions of each participant thereunder will be used to purchase shares of Company common stock immediately following the conclusion of any ongoing purchase period or, if earlier, two business days prior to the effective time.

Treatment of Company Warrants

Each Company warrant that is issued and outstanding as of immediately prior to the effective time will, immediately following the effective time, continue to be outstanding according to its terms; provided that, following the effective time, each Company warrant will, automatically and without any required action on the part of the holder thereof or any other person, cease to become exercisable for Company common stock and become exercisable solely in exchange for the receipt of the merger consideration with respect to the aggregate number of shares of Company common stock for which such Company warrant was exercisable for immediately prior to the effective time. Pursuant to the warrant agreement, if a holder properly exercises a Company warrant within 30 days following the Company’s public disclosure of the consummation of the merger in a Current Report on Form 8-K, then the warrant price with respect to such exercise shall be reduced by an amount (in dollars, and in no event less than zero) equal to the difference of (i) the warrant price in effect immediately prior to such reduction minus (ii) (A) the merger consideration minus (B) the Black-Scholes Warrant Value. If the closing occurs after June 22, 2026, the Company warrants will expire in accordance with their terms and will no longer be exercisable.

Payment for Stock

Prior to the closing date of the merger agreement, UHS will designate a bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of the merger consideration in accordance with the merger agreement. At or prior to the effective time, UHS will deposit or cause to be deposited with the paying agent an amount in cash sufficient to pay the aggregate merger consideration other than any amounts payable in respect of each Company equity award in accordance with the merger agreement.

As promptly as practicable after the effective time (but in no event more than three business days thereafter), UHS and the surviving corporation will cause the paying agent to mail to each person who was, at the effective time, a holder of a share certificate or book-entry shares not held, directly or indirectly, through DTC (other than a share certificate or book-entry shares representing canceled shares and appraisal shares) (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of such share certificates or book-entry shares to the paying agent in exchange for payment of the merger consideration as provided in the merger agreement.

Upon delivery of a letter of transmittal, duly completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required by the paying agent)

 

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and either (i) surrender to the paying agent of share certificates (or affidavits of loss in lieu thereof in accordance with the merger agreement) or (ii) transfer of book-entry shares not held through DTC, by book receipt of an “agent’s message” in customary form by the paying agent in connection with the surrender of book-entry shares (or such other reasonable evidence, if any, of surrender with respect to such book-entry shares, as the paying agent may reasonably request), in each case as contemplated in the merger agreement, the holder of such share certificates or book-entry shares will be entitled to receive in exchange therefor the merger consideration for each share of Company common stock formerly represented by such share certificates or book-entry shares and the share certificates or book-entry shares so surrendered will forthwith be canceled.

With respect to book-entry shares held, directly or indirectly, through DTC, UHS and the Company will cooperate to establish procedures with the paying agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the effective time, upon surrender of book-entry shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and other procedures as agreed by UHS, the Company, the paying agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate merger consideration to which the beneficial owners thereof are entitled to receive as a result of the merger.

HOLDERS OF SHARE CERTIFICATES OR BOOK-ENTRY SHARES NOT HELD, DIRECTLY OR INDIRECTLY, THROUGH DTC, SHOULD NOT FORWARD THEIR STOCK CERTIFICATES TO THE PAYING AGENT WITHOUT A LETTER OF TRANSMITTAL AND SHOULD NOT RETURN THEIR STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD.

Transfer Books; No Further Ownership Rights

The merger consideration paid in respect of the shares of Company common stock in accordance with the merger agreement will be deemed to have been paid in full satisfaction of all ownership rights in such common stock, and at the effective time, the transfer books of the Company will be closed and thereafter there will be no further registration of transfers on the transfer books of the surviving corporation of the shares of Company common stock that were outstanding immediately prior to the effective time. From and after the effective time, the holders of the shares of Company common stock outstanding immediately prior to the effective time will cease to have any rights with respect to such shares, except as otherwise provided for in the merger agreement or by applicable law. If, at any time after the effective time, share certificates or book-entry shares are presented to the surviving corporation, for any reason, they will be canceled and exchanged as provided in the merger agreement.

Lost, Stolen or Destroyed Certificates

If any share certificate has been lost, stolen or destroyed, the holder of such share certificate that has been lost, stolen or destroyed will have to make an affidavit of that fact and, if required by the surviving corporation, post a bond, in such reasonable amount as UHS may direct, as indemnity against any claim that may be made against UHS with respect to such share certificate, upon which the paying agent will pay, in exchange for such lost, stolen or destroyed share certificate, the applicable merger consideration.

Termination of Exchange Fund

At any time following the first anniversary of the closing date of the merger, the surviving corporation will be entitled to require the paying agent to deliver to the surviving corporation (or its designee) any portion of the exchange fund (including any interest received with respect thereto) which has not been disbursed to holders of share certificates or book-entry shares, and thereafter such holders who have not theretofore complied with the requirements described in the section of this proxy statement entitled “—Payment for Stock” will be entitled to look only to UHS and the surviving corporation, as applicable, for, and UHS and the surviving corporation will remain liable for, payment of such holders’ claims for the merger consideration. Any amounts remaining

 

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unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any governmental authority will become, to the extent permitted by applicable law, the property of UHS or its designee, free and clear of all claims or interest of any person previously entitled thereto. Any portion of the merger consideration deposited with the paying agent for disbursement pursuant to the merger agreement for which appraisal rights have been perfected will be returned to the surviving corporation or UHS upon demand.

No Liability

Notwithstanding any provision of the merger agreement to the contrary, none of the parties to the merger agreement, the surviving corporation or the paying agent will be liable to any person for merger consideration properly delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar law.

Appraisal Rights

Notwithstanding any provision of the merger agreement to the contrary, shares of Company common stock that are outstanding immediately prior to the effective time and that are held by any holder of record or beneficial holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 will not be converted into the right to receive the merger consideration as provided in the merger agreement, but instead will be canceled and will represent the right to receive only those rights provided under Section 262. For additional information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights” beginning on page 72. The Company will give prompt notice to UHS of any demands received by the Company for appraisal of any shares of Company common stock and UHS will have the right to participate in and direct all negotiations and actions with respect to such demands. Prior to the effective time, the Company will not, without the prior written consent of UHS, make any payment with respect to, or settle or offer to settle, any demands or notices of dissent, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands, or offer, propose or otherwise agree to do any of the foregoing. Prior to the effective time, UHS will not, without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), require the Company to make any payment with respect to any demands for appraisal or notices of dissent or offer to settle or settle any such demands or notices.

Representations and Warranties

The merger agreement contains representations and warranties that the Company, on the one hand, and UHS and Merger Sub, on the other hand, have made to one another, which are qualified in many cases by knowledge, materiality or Material Adverse Effect. With respect to the representations and warranties made by the Company, such representations and warranties are further qualified by (i) confidential disclosures to the merger agreement delivered to UHS and Merger Sub and (ii) certain sections of documents filed with, or furnished to, the SEC by the Company, from and after January 1, 2024, until March 6, 2026.

The representations and warranties in the merger agreement do not survive the closing or termination of the merger agreement.

For purposes of the merger agreement, a “Material Adverse Effect” means, with respect to the Company, its subsidiaries and affiliated professional entities, any state of facts, condition, development, effect, change, event, circumstance or occurrence that, individually or in the aggregate, (i) has, or would be reasonably expected to have, a material adverse effect on the business, results of operations or financial condition of the Company, its subsidiaries and the affiliated professional entities taken as a whole or (ii) prevents, materially impairs or materially delays the consummation by the Company of the transactions contemplated by the merger agreement; provided, however, that, solely with respect to clause (i), none of the following, and no state of facts, condition, development, effect, change, event, circumstance or occurrence arising out of or resulting from the following,

 

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will constitute or be taken into account in determining whether a Material Adverse Effect has occurred, is continuing or would reasonably be expected to occur: any state of facts, condition, development, effect, change, event, circumstance or occurrence (A) generally affecting the industry in which the Company and its subsidiaries operate or the economy, credit or financial or capital markets, in the U.S. or elsewhere in the world, including changes in interest or exchange rates, monetary policy or inflation, or (B) to the extent arising out of, resulting from or attributable to (1) changes or prospective changes in applicable law or in GAAP or in accounting standards, or any changes or prospective changes in the interpretation or enforcement of any of the foregoing, or any changes or prospective changes in the general legal, regulatory, political or social conditions, in each case arising after March 9, 2026, (2) the negotiation, execution, announcement or performance of the merger agreement or the consummation of the transactions contemplated by the merger agreement (other than for purposes of certain representations or warranties set forth in the merger agreement), including the impact thereof on relationships, contractual or otherwise, with customers, payors, suppliers, distributors, partners, employees or regulators, or any litigation arising from allegations of breach of fiduciary duty or violation of law relating to the merger agreement or the transactions contemplated by the merger agreement, (3) acts of war (whether or not declared), military activity, sabotage, cyberattacks (other than those directly targeted at the Company, any of its subsidiaries or any of the affiliated professional entities), civil disobedience, government shutdown, government slowdown or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), military activity, sabotage, cyberattacks (other than those directly targeted at the Company, any of its subsidiaries or any of the affiliated professional entities), civil disobedience, government shutdown, government slowdown or terrorism, (4) earthquakes, fires, floods, hurricanes, tornados or other natural disasters, weather-related events, casualty events, force majeure events or other comparable events, (5) any action taken by the Company or its subsidiaries that is required by the merger agreement or that is taken with UHS’s written consent or at UHS’s written request, or the failure to take any action by the Company or its subsidiaries if that action is prohibited by the merger agreement (provided that this clause (5) does not apply to any action omitted to be taken pursuant to certain interim operating covenants set forth in the merger agreement unless the Company has requested to take an action that is prohibited by such covenants and UHS has unreasonably withheld, delayed or conditioned its written consent to such action), (6) any change or prospective change in reimbursement rates or any change or prospective change to eligibility requirements, in each case, imposed by any governmental authority or third-party payor program, (7) any change in the Company’s credit ratings, (8) any decline in the market price, or change in trading volume, of the shares of the Company, (9) any failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position (it being understood that the exceptions in clauses (7), (8) and (9) do not prevent or otherwise affect a determination that the underlying cause of any such change, decline or failure referred to therein (if not otherwise falling within any of the exceptions provided by clause (A) and clauses (B)(1) through (10)) is a Material Adverse Effect) or (10) changes in funding policies of or spending by any governmental authority; provided, further, however, that any state of facts, condition, development, effect, change, event, circumstance or occurrence referred to in clause (A) or clauses (B)(1), (3), (4) or (10) may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect to the extent such state of facts, condition, development, effect, change, event, circumstance or occurrence has a disproportionate adverse effect on the Company, its subsidiaries and the affiliated professional entities, taken as a whole, as compared to other participants in the industry in which the Company, its subsidiaries and the affiliated professional entities operate (in which case only the incremental disproportionate impact or impacts (to the extent not otherwise excluded by this definition) may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect).

A Material Adverse Effect with respect to UHS and Merger Sub means any effect, change, event or occurrence that would prevent or materially delay, interfere with, hinder or impair (i) the consummation by UHS or Merger Sub of any of the transactions contemplated by the merger agreement or (ii) the compliance by UHS or Merger Sub with its material obligations under the merger agreement.

 

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The representations and warranties made by the Company relate to, among other topics, the following:

 

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the organization, valid existence, good standing, authority and qualification to conduct business with respect to the Company, its subsidiaries and the affiliated professional entities;

 

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capitalization of the Company, its subsidiaries and the affiliated professional entities;

 

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authority to enter into the merger agreement and to consummate the merger and the other transactions contemplated by the merger agreement, and the binding nature of the merger agreement;

 

•

the absence of any conflict with or violation of the Company’s or its subsidiaries’ or the affiliated professional entities’ organizational documents or applicable laws resulting from the execution of the merger agreement and consummation of the merger;

 

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governmental approvals;

 

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compliance with SEC filing requirements;

 

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conformity with GAAP and SEC requirements with respect to reports and other documents filed with the SEC;

 

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no undisclosed liabilities;

 

•

existence of internal controls and disclosure controls and procedures;

 

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accuracy of statements in this proxy statement and this proxy statement is in material compliance with the Exchange Act;

 

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the absence of certain actions or circumstances, of any material adverse effect and the conduct of the business in the ordinary course in all material respects, in each case since September 30, 2025;

 

•

the absence of certain legal proceedings;

 

•

compliance with applicable laws and holding of required permits;

 

•

certain tax matters;

 

•

certain employee benefits matters;

 

•

certain labor matters;

 

•

certain environmental matters;

 

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certain intellectual property matters;

 

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certain data privacy laws and technology and information security matters;

 

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the absence of any real property owned by the Company, its subsidiaries or the affiliated professional entities and certain matters relating to the Company’s and its subsidiaries’ and the affiliated professional entities’ leased real properties;

 

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material contracts;

 

•

insurance coverage;

 

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certain matters related to compliance with healthcare laws and other regulations applicable to the Company, its subsidiaries and the affiliated professional entities ;

 

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absence of stockholder rights agreements and inapplicability of anti-takeover laws;

 

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receipt of opinions from the financial advisor to the Company regarding the fairness, from a financial point of view, of the merger consideration to be paid to the holders of shares of Company common stock;

 

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brokers and other advisors; and

 

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affiliate transactions.

 

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The representations and warranties made by UHS and Merger Sub relate to, among other topics, the following:

 

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the organization, valid existence, good standing, authority and qualification to conduct their respective businesses;

 

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the absence of any conflict with or violation of UHS or Merger Sub’s organizational documents or applicable laws resulting from the execution of the merger agreement and consummation of the merger and the other transactions contemplated by the merger agreement;

 

•

authority to enter into the merger agreement and to consummate the transactions contemplated by the merger agreement, including the merger;

 

•

governmental approvals;

 

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ownership and operations of Merger Sub;

 

•

the availability of sufficient funds to pay the aggregate merger consideration and other amounts required to be paid in connection with the consummation of the transactions contemplated by the merger agreement ;

 

•

the absence of certain arrangements with Company management or the Board;

 

•

brokers and other advisors;

 

•

the accuracy of information supplied for inclusion in this proxy statement;

 

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the absence of certain legal proceedings; and

 

•

non-ownership of Company common stock.

Covenants Regarding Conduct of Business by the Company Pending the Effective Time

Under the merger agreement, in general, subject to certain exceptions (including as required by applicable law, judgment or a governmental authority, as expressly required or permitted by the merger agreement or as set forth in the confidential disclosure schedules to the merger agreement delivered to UHS and Merger Sub) and unless UHS otherwise consents in advance in writing (which consent is not to be unreasonably withheld, delayed or conditioned), the Company has agreed, and has agreed to cause each of its subsidiaries and to direct each of the affiliated professional entities to, use reasonable best efforts to carry on its business in all material respects in the ordinary course consistent with past practice and to preserve substantially intact the Company’s, each of its subsidiaries’ and each of the affiliated professional entities’ (i) current business organizations, (ii) material assets, properties, contracts and permits and (iii) current officers, employees and consultants (other than any terminations for cause or voluntary resignations), and relationships and goodwill with customers, suppliers, licensors, licensees, distributors, contractors, partners, governmental authorities and other persons having material business dealings with the Company, any of its subsidiaries or any of the affiliated professional entities.

The Company has also agreed under the merger agreement, subject to certain exceptions (including as required by applicable law, judgment or a governmental authority, as expressly required or permitted by the merger agreement or as set forth in the confidential disclosure schedules to the merger agreement delivered to UHS and Merger Sub) and unless UHS otherwise consents in advance in writing (which consent is not to be unreasonably withheld, delayed or conditioned), to certain restrictions on its activities during the period from March 9, 2026 to the effective time or earlier termination of the merger agreement. These restrictions on the Company’s activities are summarized below. In general, subject to certain exceptions, the Company will not, and will cause each of its subsidiaries and will direct each of the affiliated professional entities not to, without UHS’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):

 

•

other than transactions solely between or among the Company, its wholly owned subsidiaries and the affiliated professional entities, issue, sell, distribute, assign, transfer, grant or dispose of any shares of

 

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its capital stock or other equity or voting interests, or any securities convertible into, or exchangeable or exercisable for, any shares of its capital stock or other equity or voting interests (including any warrants, options, restricted stock units or other rights of any kind to purchase any shares of its capital stock or other equity or voting interests), with certain specified exceptions;

 

•

other than transactions solely between or among the Company, its subsidiaries and the affiliated professional entities, directly or indirectly redeem, purchase or otherwise acquire any shares of the Company’s capital stock or other equity or voting interests, or any securities convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into, or exchangeable or exercisable for, any shares of the Company’s capital stock or other equity or voting interests (including any warrants, options, restricted stock units or other rights of any kind to purchase any shares of the Company’s capital stock or other equity or voting interests) (other than pursuant to the forfeiture of, withholding of taxes with respect to or the net settlement of Company equity awards);

 

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other than transactions solely between or among the Company, its subsidiaries and the affiliated professional entities, establish a record date for, authorize, declare, make, set aside for payment or pay any dividend on, or make any other distribution in respect of any shares of its capital stock or other equity or voting interests;

 

•

split, combine, subdivide, recapitalize, reclassify or effect any similar change in capitalization of any shares of its capital stock or other equity or voting interests, except for any such transaction by a wholly owned subsidiary of the Company which remains a wholly owned subsidiary after consummation of such transaction;

 

•

incur, assume, endorse or otherwise become liable for any indebtedness or obligations for borrowed money (including any notes, bonds, debentures, letters of credit, bank guarantees, performance bonds and/or other similar contractual obligations), issue, sell, redeem, purchase or otherwise acquire any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any such indebtedness or obligations or debt securities of another person or enter into any “keep well” or other agreement to maintain or cause to be maintained any financial statement condition of another person (which we refer to, collectively, as “indebtedness”), except for (i) intercompany indebtedness solely between or among the Company, its subsidiaries and the affiliated professional entities in the ordinary course of business and (ii) letters of credit, bank guarantees, security or performance bonds or similar credit support instruments, overdraft facilities or cash management programs, in each case issued, made, entered into or drawn in the ordinary course of business;

 

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enter into any swap or hedging transaction or other derivative agreements, except for (i) any such transaction or agreement entered into in the ordinary course of business, and (ii) renewals, extensions or refinancing of any swap or hedging transactions or other derivative agreements existing on March 9, 2026 or permitted to be entered into under the merger agreement;

 

•

make any loans, capital contributions or advances to any person other than (i) transactions solely between or among the Company, its wholly owned subsidiaries and the affiliated professional entities, (ii) in connection with any acquisition permitted under the acquisition covenant of the merger agreement described in the 11th bullet point of this list or (iii) accounts receivable in the ordinary course of business consistent with past practice;

 

•

sell, dispose, assign, transfer or lease to any person, in a single transaction or series of related transactions, any of its material properties or assets (excluding intellectual property owned by the Company), except (i) transfers, sales or leases solely between or among the Company, its wholly owned subsidiaries and the affiliated professional entities, (ii) dispositions of assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of the business of the Company or any of its subsidiaries, (iii) subleases of real property leased, subleased, licensed or otherwise occupied by the

 

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Company or any of its subsidiaries or any of the affiliated professional entities and expirations of the lease agreements of the Company, any of its subsidiaries or any of the affiliated professional entities with respect to real property in accordance with their terms and (iv) sales or leases in the ordinary course of business;

 

•

transfer, assign, convey, sell, lease, license, subject to any encumbrance (other than encumbrances permitted under the merger agreement), cancel, abandon, allow to lapse, or expire, or otherwise dispose of any material intellectual property owned by the Company, except, in each case, intellectual property that in the Company’s reasonable discretion, should be abandoned or allowed to lapse or expire as part of the Company’s ordinary course of management of its intellectual property portfolio consistent with past practice;

 

•

grant any encumbrance (other than encumbrances permitted under the merger agreement) on any of its material assets (excluding intellectual property owned by the Company), other than (i) to secure indebtedness and other obligations permitted under the indebtedness covenant of the merger agreement described in the 5th bullet point of this list or (ii) solely to the Company, a wholly owned subsidiary of the Company or an affiliated professional entity;

 

•

acquire (whether by merger, sale of stock or other equity interests, sale of assets or otherwise) the capital stock, equity interests or material portion of the assets of any other person or any properties, assets, securities, business or division thereof;

 

•

except as required pursuant to the terms of any Company benefit plan in effect on the date of the merger agreement or adopted, established, entered into or amended after the date of the merger agreement in a manner not in violation of the merger agreement or applicable law, (A) grant to any employee (whether of the Company, any of its subsidiaries or any of the affiliated professional entities) with an annual base salary or wage rate in excess of $150,000 any material increase in such employee’s compensation or benefits (including any severance, retention or termination pay), (B) grant to employees (of the Company and its subsidiaries and the affiliated professional entities) any increases in compensation or benefits (including any severance, retention or termination pay) if the aggregate amount of such increases would exceed $1,000,000, (C) establish, adopt, enter into or materially amend any collective bargaining agreement or any material Company benefit plan, (D) take any action to accelerate any rights or benefits under any material Company benefit plan, (E) grant any Company equity awards or accelerate the vesting of any Company equity awards, (F) undertake any reduction in force which would result in any obligation under the Workers Adjustment and Retraining Notification Act of 1988, (G) terminate the employment of any executive officer (other than “for cause” as reasonably determined by the Company in the ordinary course of business) or (H) hire any new employee with an annual base salary or wage rate in excess of $150,000;

 

•

make any material changes in financial accounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of operations of the Company, its subsidiaries or the affiliated professional entities, except insofar as may be required (i) by GAAP (or any interpretation thereof), (ii) by any applicable law, including Regulation S-X under the Securities Act, or (iii) by any governmental authority or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization);

 

•

(i) make, change or revoke any material tax election, (ii) adopt or change any tax accounting method or change any tax accounting period, (iii) file any amended material tax Return, (iv) enter into any closing agreement with respect to a material amount of taxes, (v) settle any material tax claim, audit, assessment or dispute, (vi) enter into any tax indemnification, sharing, allocation reimbursement or similar agreement (other than any customary tax indemnification provisions in ordinary course commercial agreements or arrangements that are not primarily related to taxes), (vii) initiate any voluntary tax disclosure or tax amnesty or similar filings with any taxing authority with respect to a material amount of taxes, or (viii) surrender any right to claim a material tax refund;

 

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•

amend the Company’s certificate of incorporation or bylaws or amend in any material respect the comparable organizational or governing documents or the Corporate Practice Documents (as defined in the merger agreement) of any subsidiary of the Company or of any affiliated professional entity;

 

•

settle, release, waive or compromise any pending or threatened action against or involving the Company, any of its subsidiaries or any of the affiliated professional entities, other than settlements, releases, waivers or compromises of any pending or threatened action (i) reflected or reserved against in the balance sheet (or the notes thereto) of the Company as of September 30, 2025 included in the documents filed with, or furnished to, the SEC by the Company, from and after January 1, 2024, and on or prior to March 6, 2026, for an amount not materially in excess of the amount so reflected or reserved (excluding any amount that may be paid under insurance policies or indemnification agreements) or (ii) for an amount not in excess of $100,000 individually or $200,000 in the aggregate (so long as, in the case of this clause (ii), the Company promptly notifies UHS following any such settlement, release, waiver or comprise); provided that no settlement of any pending or threatened action may involve (x) any material injunctive or equitable relief or impose material restrictions on the business activities of the Company, its subsidiaries and the affiliated professional entities, taken as a whole (other than customary non-disclosure obligations) or (y) any admission of wrongdoing by the Company, any of its subsidiaries or any of the affiliated professional entities;

 

•

terminate, renew, modify, amend or waive any material rights or any breaches under any Material Contract (as defined in the merger agreement) or any Corporate Practice Document (as defined in the merger agreement), or enter into any contract that would have been a Material Contract, Corporate Practice Document or a lease agreement had such contract been entered into prior to March 9, 2026, in each case, other than (i) terminations, renewals, modifications or amendments in the ordinary course of business on terms that are not materially adverse to the Company, its subsidiaries and the affiliated professional entities, (ii) entries into certain contracts that would have been a certain type of Material Contract described in the merger agreement had such contract been entered into prior to March 9, 2026 in the ordinary course of business or (iii) otherwise expressly permitted by the interim covenants section of the merger agreement;

 

•

assign, transfer, lease, cancel, fail to renew or fail to extend any material permit of the Company, any of its subsidiaries or any of the affiliated professional entities;

 

•

enter into any affiliate transactions;

 

•

enter into any new line of business not conducted or discontinue any line of business conducted, in each case, as of March 9, 2026 and that is material to the Company, its subsidiaries and the affiliated professional entities, taken as a whole;

 

•

make any capital expenditures that are greater than $100,000 in the aggregate, except for capital expenditures planned and budgeted as of March 9, 2026 and in an aggregate amount not in excess of the amount set forth in the confidential disclosure schedules to the merger agreement delivered to UHS and Merger Sub;

 

•

adopt or enter into, or permit to be adopted or entered into, a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company, its subsidiaries or the affiliated professional entities; or

 

•

commit or agree, in writing or otherwise, to take any of the foregoing actions.

Nothing contained in the merger agreement is intended to give UHS or Merger Sub, directly or indirectly, the right to control or direct the Company’s, its subsidiaries’ or the affiliated professional entities’ operations prior to the effective time. Prior to the effective time, the Company will exercise, consistent with the terms and conditions of the merger agreement, complete control and supervision over its, its subsidiaries’ and affiliated professional entities’ respective operations.

 

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No Solicitation; Change in Board Recommendation

Except as otherwise permitted by the merger agreement, from March 9, 2026 until the effective time or, if earlier, the termination of the merger agreement in accordance with its terms, the Company will, and will cause each of its subsidiaries and each of the affiliated professional entities to, and will direct and use reasonable best efforts to cause, its and their representatives acting on its and their behalf to, (i) immediately cease any solicitation, discussions or negotiations with any persons with respect to any takeover proposal (as defined below) or any proposal that would reasonably be expected to lead to a takeover proposal, and (ii) not, directly or indirectly, take any of the actions set forth in the bulleted list below.

 

•

Initiate, solicit, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a takeover proposal;

 

•

engage in, continue or otherwise participate in any discussions or negotiations regarding (except to notify any person of the provisions of the non-solicitation restrictions described in the merger agreement), or furnish to any other person any non-public information in connection with, or for the purpose of, knowingly encouraging or knowingly facilitating a takeover proposal;

 

•

approve, adopt, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement providing for or relating to a takeover proposal or any proposal or offer that would reasonably be expected to lead to a takeover proposal (other than an acceptable confidentiality agreement (as defined below));

 

•

take any action to exempt any person (other than UHS and its subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable takeover laws or the Company’s organizational and governing documents; or

 

•

waive or release any person from, forebear in the enforcement of or amend any standstill agreement or any standstill provision in any other contract (it being understood that the Company may waive or release any such standstill provision solely to the extent reasonably necessary to permit the applicable person (if such person has not been solicited in breach of the non-solicitation restrictions described in the merger agreement) to make, on a confidential basis, a takeover proposal, if the Board has determined in good faith, after consultation with outside legal counsel, that failure to so waive or release such standstill would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law).

Additionally, the Company was required to (i) promptly following March 9, 2026 discontinue all electronic or physical data room access granted to any person and any such person’s representatives (other than UHS, its affiliates and their respective representatives) and (ii) promptly following March 9, 2026, request the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all confidential information or documents previously furnished to any person and any such person’s representatives (other than UHS, its affiliates and their respective representatives) and all material incorporating such information created by any such person.

Notwithstanding the foregoing, if at any time on or after March 9, 2026 and prior to obtaining the Company stockholder approval or if earlier, the termination of the merger agreement in accordance with its terms, the Company or any of its subsidiaries or any of their representatives receives a takeover proposal, which did not result from a material breach of the non-solicitation restrictions described above (it being understood that if any representative of the Company or any of its subsidiaries takes any action on behalf of the Company or its subsidiaries that if taken by the Company would be a breach of the non-solicitation restrictions described above, the taking of such action by such representative will be deemed to constitute a breach of the non-solicitation restrictions described above by the Company under the merger agreement), (i) the Company and its representatives may contact and engage in discussions with such person or group of persons making such takeover proposal or its or their representatives to clarify the terms and conditions thereof or to request that any

 

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takeover proposal made orally be made in writing or to notify such person or group of persons or its or their representatives of the provisions of the Company’s obligations described above and (ii) if the Board or any duly authorized committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that (x) a bona fide written takeover proposal constitutes, or would reasonably be expected to result in, a superior proposal (as defined below) and (y) the failure to take such actions described below would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, then the Company and any of its representatives may:

 

•

enter into an acceptable confidentiality agreement with the person or group of persons making such takeover proposal and furnish pursuant to an acceptable confidentiality agreement information (including non-public information) with respect to the Company and its subsidiaries to the person or group of persons who has made such takeover proposal and its or their respective representatives; provided that the Company will promptly (and in any event within 24 hours) provide to UHS any material non-public information concerning the Company or any of its subsidiaries that is provided to any person given such access which was not previously provided to UHS or its representatives; and

 

•

engage in or otherwise participate in discussions or negotiations with the person or group of persons making such takeover proposal and its or their representatives.

The Company will not, and will cause its subsidiaries not to, enter into any confidentiality agreement with any person (relating to a takeover proposal) that prohibits the sharing of any information with UHS (and its representatives) in accordance with the merger agreement.

Following March 9, 2026 and prior to obtaining the Company stockholder approval, the Company will (i) promptly (and, in any event, within 24 hours of receipt) notify UHS in the event that the Company or any of its subsidiaries or any of their representatives receives a takeover proposal, or any inquiries, proposals or requests for discussions, negotiations or non-public information that would reasonably be expected to lead to a takeover proposal, and will disclose to UHS the material terms and conditions of any such takeover proposal and the identity of the person or group of persons making such takeover proposal, (ii) upon the request of UHS, keep UHS reasonably informed on a prompt basis of the status, material details and any material developments with respect to any such takeover proposal, inquiries, proposals or requests (including any material changes thereto) and (iii) promptly (and in any event within 24 hours of receipt) provide to UHS copies of all correspondence and other written and electronic material exchanged between the Company or any of its subsidiaries or any of its or their representatives and any person that relates to the material terms or conditions of any such takeover proposal.

None of the Board or any duly authorized committee thereof, will:

 

•

(i) fail to include the Board’s recommendation that the Company stockholders entitled to vote adopt the merger agreement (which we refer to as the “Board recommendation”) in this proxy statement, (ii) withdraw or withhold (or modify or qualify in a manner adverse to UHS), or publicly propose to withdraw or withhold (or modify or qualify in a manner adverse to UHS), the Board recommendation, (iii) recommend the approval or adoption of, or approve or adopt, or publicly propose to recommend, approve or adopt, any takeover proposal (it being understood that the Board or any duly authorized committee thereof may, and may cause the Company to, make a customary “stop, look and listen” communication), (iv) fail to recommend against acceptance by the holders of Company common stock of a third party tender offer or exchange offer that constitutes a takeover proposal within 10 business days after the commencement of such offer pursuant to Rule 14d-2 promulgated under the Exchange Act or (v) commit or agree to take any of the foregoing actions (we refer to any action as described in this bullet point as an “adverse recommendation change”); or

 

•

approve or recommend, or cause or permit the Company or any of its subsidiaries or any of the affiliated professional entities to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement providing for, or that is intended to or would reasonably be expected to lead to, a takeover proposal, other than any acceptable confidentiality agreement (we refer to each, as a “Company acquisition agreement”).

 

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Notwithstanding the foregoing or any other provision of the merger agreement to the contrary, prior to obtaining the Company stockholder approval, but not after, the Board or any duly authorized committee thereof may (i) make an adverse recommendation change in response to an intervening event (as defined below) or in response to a superior proposal received after March 9, 2026 (which such superior proposal did not result from a material breach of the non-solicitation restrictions described above) or (ii) cause the Company to enter into a Company acquisition agreement with respect to a takeover proposal (where such takeover proposal constitutes a superior proposal, which such superior proposal did not result from a material breach of the non-solicitation restrictions described above by the Company) and terminate the merger agreement in accordance with the terms thereof, in either case, if the Board or any duly authorized committee thereof has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law; provided, however, that the Board or any duly authorized committee thereof will not, and the Company will not, will cause its subsidiaries not to, and will direct the affiliated professional entities not to, take any action set forth in clause (ii) above or, in the event such action is proposed to be taken in connection with an intervening event or a superior proposal, take any action set forth in clause (i) or clause (ii) above unless: (1) the Company has given UHS at least four business days’ prior written notice of its intention to take such action (which notice must state that the Company has received a written takeover proposal that constitutes a superior proposal, specify the identity of the party making such superior proposal and the material terms thereof, or, if in response to an intervening event, must have specified in reasonable detail the material facts and circumstances describing the intervening event and the rationale for the adverse recommendation change, and must state that the Board has determined to make an adverse recommendation change) (we refer to each such notice as a “match right notice”), (2) the Company has negotiated, and has caused its representatives to negotiate, in good faith with UHS during such notice period, to the extent UHS wishes to negotiate, to enable UHS to propose in writing a binding offer to effect revisions to the terms of the merger agreement such that it would cause such superior proposal to no longer constitute a superior proposal or, in the case of an intervening event, to effect revisions to the merger agreement or make another proposal so that the failure to make an adverse recommendation change would no longer reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law and (3) following the end of such notice period, the Board (or any duly authorized committee thereof) must have considered in good faith such binding offer, and must, after consultation with its financial advisors and outside legal counsel, have determined that the superior proposal would continue to constitute a superior proposal if the revisions proposed in such binding offer were to be given effect or, if the match right notice is related to an intervening event, taking into account any revised terms committed to in writing by UHS, that failure to make an adverse recommendation change would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law (it being understood and agreed that any change to the financial or other material terms of any takeover proposal or any material development in any intervening event, in each case, that was previously the subject of a match right notice will require the Company to deliver to UHS a new match right notice as provided immediately above, provided that, for the purposes of such subsequent notice, all references to “four business days” are deemed to be “two business days”).

Any purported termination of the merger agreement in connection with the Company’s entry into a Company acquisition agreement with respect to a takeover proposal will be void and of no force and effect unless the termination is in accordance with the termination provisions described in the section of this proxy statement entitled “—Termination of the Merger Agreement” beginning on page 113 and, to the extent required under the terms of the merger agreement, the Company pays or causes to be paid to UHS a termination fee (to the extent due and payable thereunder) prior to or concurrently with such termination so long as UHS has provided the Company with wire instructions for such payment.

For purposes of the merger agreement, “acceptable confidentiality agreement” means any customary confidentiality agreement entered into by the Company from and after March 9, 2026, that contains confidentiality provisions that are not materially less favorable in the aggregate to the Company than those contained in the confidentiality agreement between the Company and a subsidiary of UHS, except that such confidentiality agreement need not include explicit or implicit standstill provisions or otherwise restrict the

 

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making of or amendment or modification to takeover proposals or any confidentiality agreement entered into prior to March 9, 2026.

For purposes of the merger agreement, “takeover proposal” means any bona fide third party proposal or offer from any person or group (other than UHS and its subsidiaries) relating to, in a single transaction or series of related transactions, any direct or indirect:

 

•

acquisition or disposition of 25% or more of the consolidated assets of the Company and its subsidiaries (based on the fair market value thereof, as determined in good faith by the Board or any duly authorized committee thereof), including through the acquisition of one or more subsidiaries of the Company owning such assets;

 

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acquisition or disposition of securities representing 25% or more of the voting power of the then outstanding Company common stock;

 

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tender offer or exchange offer that if consummated would result in any person or group (or the equityholders of any person) owning, directly or indirectly, securities representing 25% or more of the voting power of the then outstanding Company common stock; or

 

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merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which such person or group (or the equityholders of any person) would own, directly or indirectly, 25% or more of the consolidated assets of the Company and its subsidiaries (based on the fair market value thereof, as determined in good faith by the Board or any duly authorized committee thereof) or securities representing 25% or more of the aggregate voting power of the Company’s then outstanding securities or of the surviving entity in a merger, consolidation, share exchange or other business combination involving the Company or the resulting direct or indirect parent of the Company or such surviving entity, in each case, other than the transactions contemplated by the merger agreement.

For purposes of the merger agreement, “superior proposal” means any bona fide written takeover proposal made after March 9, 2026 that the Board or any duly authorized committee thereof has determined in its good faith judgment, after consultation with its financial advisors and outside legal counsel, (i) would be more favorable to the stockholders of the Company than the transactions contemplated by the merger agreement from a financial point of view and (ii) is reasonably capable of being completed, in each case, taking into account all legal, regulatory, financial, financing and other aspects of such proposal and of the merger agreement (provided that, for purposes of the definition of “superior proposal”, the references to “25%” in the definition of takeover proposal will be deemed to be references to “50%”).

For purposes of the merger agreement, an “intervening event” means any state of facts, event, change, development, condition, occurrence or circumstances not known (or if known, the magnitude or material consequences of which were unknown and not reasonably foreseeable) by the Board as of March 9, 2026, but which state of facts, event, change, development, condition, occurrence or circumstances (or consequences thereof) becomes known to the Board after March 9, 2026 and prior to receipt of the Company stockholder approval, other than (i) a takeover proposal or the receipt, existence or terms thereof, (ii) changes in the trading price or trading volume of the Company common stock, in and of itself (it being understood that the underlying causes, facts or occurrences giving rise or contributing to such changes may be taken into account whether an intervening event has occurred), (iii) the Company or any of its subsidiaries meeting or exceeding any published analyst estimates or expectations of the Company’s and its subsidiaries’ revenue, earnings or other financial performance or results of operations for any period, in and of itself, or exceeding the Company’s and its subsidiaries’ internal or external budgets, plans or forecasts of revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the underlying causes, facts or occurrences giving rise or contributing to the Company and its subsidiaries meeting or exceeding such estimates, projections, budgets, plans or forecasts may be taken into account whether an intervening event has occurred), (iv) any effect attributable to the negotiation, execution or announcement of the merger agreement, the merger and the

 

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transactions contemplated by the merger agreement or (v) any effect resulting from or arising out of a breach of the merger agreement by the Company.

Reasonable Best Efforts

Each of the parties to the merger agreement has agreed to coordinate and cooperate with the other parties and use, and will cause its affiliates to use, reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for in the merger agreement) to, as promptly as reasonably practicable:

 

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take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to closing of the merger to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions contemplated by the merger agreement, including preparing and filing promptly and fully all documentation to effect all necessary, proper and advisable filings, notices, petitions, statements, registrations, declarations, submissions of information, applications, reports and other documents;

 

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obtain all approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any governmental authority or third-party necessary, proper or advisable to consummate the transactions contemplated by the merger agreement;

 

•

execute and deliver any additional instruments necessary to consummate the transactions contemplated by the merger agreement ; and

 

•

defend or contest in good faith any action brought by any governmental authority or a third-party or any judgment that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by the merger agreement.

In addition, the Company and UHS will each use, and will cause its affiliates to use, reasonable best efforts to take all action necessary to ensure that no takeover law is or becomes applicable to any of the transactions contemplated by the merger agreement and refrain from taking any actions that would cause the applicability of such laws and if the restrictions of any takeover law become applicable to any of the transactions contemplated by the merger agreement, take all action necessary to ensure that the transactions contemplated by the merger agreement may be consummated as promptly as practicable on the terms contemplated by the merger agreement and otherwise lawfully minimize the effect of such takeover law on the transactions.

In connection therewith, each of the parties has agreed to, and to cause their affiliates to:

 

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file a notification and report form under the HSR Act with respect to the transactions contemplated by the merger agreement no later than March 30, 2026;

 

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make requisite filings with the governmental authorities set forth in the confidential disclosure schedules to the merger agreement delivered to UHS and Merger Sub as promptly as reasonably practicable following March 9, 2026;

 

•

respond as promptly as reasonably practicable, to any requests for additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable law; and

 

•

promptly take, and to cause its affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any laws that may be required by any foreign or U.S. federal, state or local governmental authority, in each case with competent jurisdiction, so as to enable the parties to consummate the transactions contemplated by the merger agreement.

 

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Additionally, the parties have also agreed to use, and to cause their respective affiliates to use, reasonable best efforts to:

 

•

promptly cooperate in all respects with each other in connection with any necessary, proper or advisable submissions, consents, approvals, filings, petitions, statements, licenses, permits, authorizations, declarations, notifications, registrations, submissions of information, applications, reports, waivers, exemptions, clearances, orders, confirmations and other documents with the FTC, the DOJ or any other governmental authority in connection with the transactions contemplated by the merger agreement and in connection with any investigation or other inquiry by or before the FTC, the DOJ or any other governmental authority relating to the transactions contemplated by the merger agreement or any proceeding initiated by a private person relating to the transactions contemplated by the merger agreement ;

 

•

keep the other parties hereto promptly and fully informed in all material respects of any written or verbal communication received by such party from, or given by such party to, the FTC, the DOJ or any other governmental authority (including by promptly sending the other parties a copy of all documents, information, correspondence or other communications) and of any material written or verbal communication received or given in connection with any proceeding by a private person, in each case regarding any of the transactions contemplated by the merger agreement; provided, however, that such material may be redacted or provided on an outside counsel only basis as necessary (x) to address reasonable legal privilege concerns or contractual confidentiality obligations or (y) to comply with applicable law;

 

•

subject to applicable laws and the confidentiality agreement between the Company and a subsidiary of UHS relating to the exchange of information, and to the extent reasonably practicable, promptly consult with the other parties to the merger agreement with respect to information relating to the other parties to the merger agreement and their respective affiliates, as the case may be, that appears in any filing made with, or written materials submitted to, any third person or the FTC, the DOJ or any other governmental authority in connection with the transactions contemplated by the merger agreement, other than “Transaction-Related Documents” as that term is used in the rules and regulations under the HSR Act; and

 

•

to the extent permitted by the FTC, the DOJ or such other applicable governmental authority or other person, promptly give the other parties to the merger agreement the opportunity to attend and participate in such meetings and conferences (whether in person, by telephone or otherwise).

Each of the Company, UHS and Merger Sub has agreed to not knowingly take (and each of the Company and UHS has agreed to cause their respective affiliates or affiliated professional entities not to knowingly take) any action with the intention to, or that would reasonably be expected to, materially hinder or materially delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the DOJ or FTC or any other governmental authority as necessary.

UHS and the Company will jointly coordinate and cooperate in developing (i) the timing and strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any governmental authority in connection with the transactions contemplated by the merger agreement and (ii) the positions to be taken and the regulatory actions to be requested in any filing or submission with any governmental authority in connection with the transactions contemplated by the merger agreement and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, any governmental authority relating to the transactions contemplated by the merger agreement and of all other regulatory matters incidental thereto; subject to UHS considering in good faith the views and comments of the Company and its outside counsel, UHS will make the final determination as to the appropriate course of action with matters described in the foregoing clauses (i) and (ii).

Neither UHS nor the Company will (and will cause their respective affiliates or affiliated professional entities not to) commit to or agree with any governmental authority to stay, toll or extend any applicable waiting

 

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period under the HSR Act or any other applicable laws, pull and refile under the HSR Act more than once, or any other applicable laws or enter into a timing agreement with any governmental authority, without the prior written consent of the other party (such consent may be provided by email and may not be unreasonably withheld, delayed or conditioned). In addition and without limiting the foregoing, UHS and the Company may not, and UHS will cause its affiliates not to, effect or agree to any business combination (whether structured as a merger, business combination, tender offer, exchange offer or similar transaction) with, or the acquisition of any assets, licenses, rights, product lines, operations or businesses of, any person that would reasonably be expected to materially hinder or materially delay the consummation of the transactions contemplated by the merger agreement.

In connection with the foregoing, each of UHS and Company will use reasonable best efforts to promptly take, and cause its affiliates to take, all actions necessary to secure the expiration or termination of any applicable waiting period under the HSR Act or any other applicable law and resolve any objections asserted with respect to the transactions contemplated by the merger agreement under any applicable law raised by any governmental authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any restraint that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by the merger agreement, including:

 

•

executing settlements, undertakings, consent decrees, stipulations or other agreements with any governmental authority or with any other person;

 

•

selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of UHS, its subsidiaries or any affiliate of the foregoing;

 

•

agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Company and its subsidiaries contemporaneously with or subsequent to the effective time;

 

•

permitting the Company to sell, divest or otherwise convey or hold separate any of the particular assets or categories of assets or businesses of the Company, any of its subsidiaries or affiliated professional entities prior to the effective time;

 

•

terminating existing relationships, contractual rights or obligations of (x) the Company or its affiliates or (y) UHS, its subsidiaries or any affiliate of the foregoing;

 

•

creating any relationship, contractual right, license or obligation of (x) the Company, its affiliates or affiliated professional entities or (y) UHS, its subsidiaries or any affiliate of the foregoing;

 

•

effectuating any other change or restructuring of (x) the Company, its affiliates or affiliated professional entities or (y) UHS, its subsidiaries or any affiliate of the foregoing; or

 

•

limiting, or agreeing to limit, UHS’s (or any of its subsidiaries’ or affiliates’) freedom of action (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with, the FTC, the Antitrust Division of the DOJ or any other governmental authority in connection with any of the foregoing and, in the case of actions by or with respect to the Company, by consenting to such action by the Company) (we refer to any such action described in the above bullet points as a “restriction”).

UHS and the Company will use reasonable best efforts to respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any governmental authority with respect to the transactions contemplated by the merger agreement.

Notwithstanding the foregoing or anything else to the contrary in the merger agreement, nothing in the merger agreement will (i) require UHS, any of its affiliates or any of its subsidiaries or the Company, any of its subsidiaries or any of the affiliated professional entities or (ii) permit the Company, any of its subsidiaries or any of the affiliated professional entities, without the prior written consent of UHS, to discuss, negotiate, agree to,

 

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accept or undertake (or to consent to the Company, any of its subsidiaries or any of the affiliated professional entities agreeing to, accepting or undertaking) any restriction that would reasonably be expected to be material to the Company, its subsidiaries and the affiliated professional entities, taken as a whole.

Indemnification and Insurance

The merger agreement provides that from and after the effective time, the surviving corporation will, and UHS will cause the surviving corporation to, in each case to the fullest extent permissible by applicable law, (i) indemnify and hold harmless each current or former director or officer of the Company or its subsidiaries and each other person who immediately prior to the effective time was indemnified or was required to be indemnified by the Company or its subsidiaries pursuant to the Company’s certificate of incorporation and bylaws and the organizational documents of such subsidiaries as in effect on March 9, 2026 or in any agreement in existence as of March 9, 2026 providing for indemnification or advancement of expenses between the Company or any of its subsidiaries and such person (which we refer to each as an “indemnitee” and, collectively, as the “indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (x) the fact that an indemnitee is or was a member, director, manager, officer, employee or agent of the Company or such subsidiary or (y) acts or omissions by an indemnitee in the indemnitee’s capacity as a member, director, manager, officer, employee or agent of the Company or such subsidiary or taken at the request of the Company or such subsidiary (including in connection with serving at the request of the Company or such subsidiary as a representative of another person (including any employee benefit plan)), in each case under clause (x) or (y), at, or at any time prior to, the effective time (including any action relating in whole or in part to the transactions or relating to the enforcement of this provision or any other indemnification or expense advancement right of any indemnitee) and (ii) assume (in the case of the surviving corporation, in the merger without any further action) all obligations of the Company and such subsidiaries to the indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the effective time as provided in the Company’s certificate of incorporation and bylaws and the organizational documents of such subsidiaries as in effect on March 9, 2026 or in any agreement in existence as of March 9, 2026 providing for indemnification or advancement of expenses between the Company or any of its subsidiaries and any indemnitee, in each case, as in effect on March 9, 2026.

From and after the effective time, to the fullest extent permissible by applicable law, UHS will cause the certificate of incorporation and bylaws of the surviving corporation, and the surviving corporation will cause the organizational documents of its subsidiaries, to contain provisions no less favorable to the indemnitees with respect to limitation of liabilities, indemnification and exculpation, in each case, than are set forth as of March 9, 2026 in the Company’s certificate of incorporation and bylaws and the organizational documents of such subsidiaries as in effect on March 9, 2026, which provisions may not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of any of the indemnitees. In addition, from the effective time, UHS will cause the surviving corporation to, without requiring a preliminary determination of entitlement to indemnification, advance any reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of legal counsel) of any indemnitee in accordance with the merger agreement (including in connection with enforcing the indemnity and other obligations referred to in the merger agreement) as incurred to the fullest extent permitted under applicable law; provided, however, that such indemnitee will be required to provide a written undertaking to repay such amounts if it is ultimately determined in a final non-appealable judgment that such indemnitee is not entitled to be indemnified under applicable law.

Pursuant to the merger agreement, none of UHS, the surviving corporation or any of its subsidiaries will settle, compromise or consent to the entry of any judgment in any threatened or actual litigation, claim or proceeding relating to any acts or omissions covered by the above indemnification provisions (each of which we refer to as a “claim”) for which indemnification would reasonably be expected to be sought by an indemnitee under the merger agreement, unless such settlement, compromise or consent includes an unconditional release of

 

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such indemnitee from all liability arising out of such claim or such indemnitee otherwise consents in writing to such settlement, compromise or consent.

The merger agreement requires, subject to certain limits on the costs and premiums to be paid, from and for six years after the effective time, UHS to cause the surviving corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the effective time with respect to those individuals who are, as of March 9, 2026, or prior to the effective time become, covered under such policies on terms and scope with respect to such coverage, and in an amount, no less favorable to such individuals than those of such policies in effect on March 9, 2026 (provided that UHS may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters existing or occurring prior to the effective time, including a “tail” policy); provided that, prior to the effective time, the Company may purchase a six-year prepaid “tail” policy (subject to certain limits on the premium to be paid) on terms and conditions providing at least substantially equivalent benefits as the policies of directors’ and officers’ liability insurance maintained by the Company and its subsidiaries with respect to matters existing or occurring prior to the effective time, covering without limitation the transactions and, in such event, the foregoing obligations of the surviving corporation will be deemed satisfied and the surviving corporation will be required to, and UHS will cause the surviving corporation to, use reasonable best efforts to cause such tail policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder. In no event will the Company or surviving corporation be required to pay for such policies an aggregate amount in excess of 300% of the current annual premiums paid by the Company for such insurance.

The obligations of UHS and the surviving corporation with respect to indemnification under the merger agreement are (i) intended to be for the benefit of, and will be enforceable by each indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under the Company’s certificate of incorporation and bylaws or the organizational documents of the Company’s subsidiaries as in effect on March 9, 2026 or by contract or otherwise. The obligations of UHS and the surviving corporation with respect to indemnification under the merger agreement will not be terminated or modified in such a manner as to adversely affect the rights of any indemnitee to whom such provisions apply unless (x) such termination or modification is required by applicable law or (y) the affected indemnitee will have consented in writing to such termination or modification. In the event that (i) UHS, the surviving corporation or any of their respective successors or assigns (A) consolidates with or merges into any other person, entity or group and is not the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers or conveys all or substantially all of its properties and assets to any person, group or entity or (ii) UHS or any of its successors or assigns dissolves the surviving corporation, then, in each such case, proper provision will be made so that the successors and assigns of UHS or the surviving corporation will assume all of the obligations thereof with respect to indemnification set forth in the merger agreement.

Nothing in the merger agreement is intended to, will be construed to or will release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in the merger agreement is not prior to or in substitution for any such claims under such policies.

UHS’s and the surviving corporation’s obligations under the merger agreement will only continue in full force and effect for a period of six years from the effective time; provided, that if any claim (whether arising before, at or after the effective time) is brought against an indemnitee on or prior to the sixth anniversary of the effective time, the indemnification provisions of the merger agreement will continue in effect until the full and final resolution of such claim.

 

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Employee Matters

The merger agreement provides that for a period of twelve months following the effective time (such period, which we refer to as the “comparability period”), UHS will, and will cause the Company and its subsidiaries to, (i) provide a base salary or wage rate, as applicable, and short- and long-term incentive opportunities (excluding equity purchase, equity and equity-based compensation opportunities and change of control or similar type transaction bonuses) to each employee of the Company or any of its subsidiaries immediately prior to the effective time (each of which we refer to as a “continuing employee”) that are, in each case, no less favorable than those in effect immediately prior to the effective time, (ii) provide severance benefits to each continuing employee that are no less favorable than those that would have been provided to such continuing employee under the applicable severance benefit plans, programs, policies, agreements and arrangements as in effect immediately prior to the effective time (after giving effect to any provisions relating to a “change in control”, “change of control” or other term of similar import), (iii) provide employee benefit plans and arrangements (other than (x) base salary, wage rate, short- and long-term incentive opportunities, severance and retention benefits, equity purchase, equity and equity-based compensation benefits, change in control, defined benefit, post-retirement or retiree medical benefits and (y) loans to employees for educational purposes, for purposes of satisfying withholding tax in connection with equity awards or for any other purpose) to each continuing employee that are substantially comparable in the aggregate to those provided to such continuing employee immediately prior to the effective time and (iv) starting January 1, 2027, provide equity purchase, equity, and equity-based compensation opportunities to each continuing employee that are substantially comparable to those provided to similarly situated employees of UHS with comparable levels of seniority and responsibilities.

For each continuing employee who is eligible to receive an annual cash bonus in accordance with the terms of the applicable bonus plan or arrangement, UHS will cause the surviving corporation and its subsidiaries to pay such continuing employee a cash bonus payment for the year in which the effective time occurs (if such continuing employee remains employed on the date such payment is to be made) in accordance with the terms of such applicable bonus plan or arrangement.

Certain Additional Covenants and Agreements

The merger agreement also contains additional covenants between the Company, UHS and Merger Sub relating to, among other things, (i) public announcements with respect to the transactions contemplated by the merger agreement; (ii) access to information and confidentiality; (iii) coordination with respect to litigation relating to the merger; (iv) restrictions on the ability of Merger Sub to expend funds; (v) covenants relating to the de-listing of the shares of Company common stock from NASDAQ and deregistering such Company common stock under the Exchange Act; (vi) the filing of this proxy statement and (vii) restrictions on the Company’s ability to adjourn the special meeting and a prohibition on postponing the special meeting without UHS’s consent.

Conditions of the Merger

Mutual Closing Conditions

Each party’s obligations to effect the merger are subject to the satisfaction (or written waiver by each party to the merger agreement, if permissible under applicable law), at or prior to the closing date of the merger, of certain conditions, including:

 

•

no restraints in the U.S. will be in effect enjoining, restraining or otherwise making illegal, preventing or prohibiting the consummation of the merger;

 

•

the waiting period (and any extension thereof) applicable to the consummation of the merger under the HSR Act will have expired or been terminated;

 

•

the Company stockholder approval will have been obtained; and

 

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•

the waiting periods (and any extension thereof) and any required approvals or authorizations applicable to the consummation of the merger under state healthcare laws set forth in the confidential disclosure schedules to the merger agreement delivered to UHS and Merger Sub will have expired or been terminated or been obtained, respectively.

Conditions of UHS and Merger Sub to Closing

The obligations of UHS and Merger Sub to effect the merger are subject to the satisfaction (or written waiver by UHS, if permissible under applicable law) on or prior to the closing date of the merger of certain additional conditions, including:

 

•

subject to certain materiality qualifiers, the truthfulness and correctness of representations and warranties of the Company to the extent specified in the merger agreement;

 

•

the Company having complied with or performed in all material respects its obligations required to be complied with or performed by it at or prior to the effective time under the merger agreement; and

 

•

the absence of any Material Adverse Effect having occurred and being continuing.

Conditions of the Company to Closing

The obligations of the Company to effect the merger are subject to the satisfaction (or written waiver by the Company, if permissible under applicable law) on or prior to the closing date of the merger of certain additional conditions, including:

 

•

subject to certain materiality qualifiers, the truthfulness and correctness of representations and warranties of UHS and Merger Sub to the extent specified in the merger agreement; and

 

•

UHS and Merger Sub having complied with or performed in all material respects their obligations required to be complied with or performed by them at or prior to the effective time under the merger agreement.

The consummation of the merger and the transactions is not conditioned upon UHS’s receipt of financing. Each party may waive any of the conditions to its obligations to consummate the merger except where waiver is not permitted by law.

Frustration of Closing Conditions

Neither UHS nor Merger Sub may rely on the failure of any mutual closing conditions or conditions of UHS and Merger Sub to closing to be satisfied if such failure was caused by the failure of UHS or Merger Sub to perform any of its obligations under the merger agreement. The Company may not rely on the failure of any mutual closing conditions or conditions of the Company to closing to be satisfied if such failure was caused by the Company’s failure to perform any of its obligations under the merger agreement.

Waiver of Conditions

All conditions to the closing set forth in the merger agreement will be deemed to have been satisfied or waived from and after the closing.

Termination of the Merger Agreement

The merger agreement may be terminated, and the transactions abandoned, at any time prior to the effective time (except as otherwise provided in the merger agreement) by the mutual written consent of the Company and UHS.

 

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Termination by Either the Company or UHS

In addition, the Company, on the one hand, or UHS, on the other hand, may terminate the merger agreement and abandon the merger at any time prior to the effective time (except as otherwise provided in the merger agreement), if:

 

•

the effective time has not occurred on or before December 9, 2026 (as automatically extended to March 9, 2027 if, on December 9, 2026, all of the conditions to the closing have been satisfied or (to the extent permitted by applicable law) waived other than those conditions (i) related to the HSR Act or the absence of legal restraints related to the HSR Act or any state healthcare law and (ii) that by their nature are to be satisfied at the closing, which conditions are capable of being satisfied at the closing) (which date, we refer to as the “outside date”); provided that this right to terminate the merger agreement will not be available to any party if the failure to consummate the merger by the outside date was principally caused by or is the result of a material breach of the merger agreement by such party (treating UHS and Merger Sub as one party);

 

•

any restraint set forth under the first bullet point described in the section of this proxy statement entitled “—Conditions of the Merger—Mutual Closing Conditions” has become final and non-appealable; provided that the party seeking to terminate the merger agreement pursuant to this bullet point has used the required efforts to prevent the entry of and to remove such restraint in accordance with its obligations under the merger agreement, has not breached in any material respect its respective obligations under regulatory efforts covenant under the merger agreement and has not been the primary cause of such restraint due to a failure to perform any such obligations; or

 

•

the special meeting (including any adjournments or postponements thereof) was concluded and Company stockholder approval was not obtained.

Termination by UHS

UHS may also terminate the merger agreement and abandon the transactions by written notice to the Company at any time prior to the effective time (except as otherwise provided in the merger agreement):

 

•

if the Company has breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in the merger agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth under the first and second bullet points described in the section of this proxy statement entitled “—Conditions of the Merger—Conditions of UHS and Merger Sub to Closing” and (ii) is incapable of being cured or, if capable of being cured by the outside date, has not been cured by the Company prior to the earlier of the outside date or the thirtieth calendar day following receipt by the Company of written notice of such breach or failure to perform from UHS describing such breach or failure to perform and stating UHS’s intention to terminate the merger agreement pursuant to this bullet point; provided that UHS will not have the right to terminate the merger agreement pursuant to this bullet point if UHS or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement (which breach has not been cured); or

 

•

prior to the special meeting (including any adjournments or postponements thereof), if the Board has made or effected an adverse recommendation change.

Termination by the Company

The Company may also terminate the merger agreement and abandon the transactions by written notice to UHS at any time prior to the effective time (except as otherwise provided in the merger agreement):

 

•

if either of UHS or Merger Sub has breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in the merger agreement, which breach or failure

 

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to perform (i) would give rise to the failure of a condition set forth under the first and second bullet points described in the section of this proxy statement entitled “—Conditions of the Merger—Conditions of the Company to Closing” and (ii) is incapable of being cured or, if capable of being cured by the outside date, has not been cured by UHS prior to the earlier of the outside date or the thirtieth calendar day following receipt by UHS of written notice of such breach or failure to perform from the Company describing such breach or failure to perform and stating the Company’s intention to terminate the merger agreement pursuant to this bullet point; provided that the Company will not have the right to terminate the merger agreement pursuant to this bullet point if the Company is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement, which breach has not been cured; or

 

•

prior to receipt of the Company stockholder approval, in connection with entering into a Company acquisition agreement providing for a superior proposal in accordance with the terms of the merger agreement, including the non-solicitation restrictions of the merger agreement, which Company acquisition agreement is entered into immediately following such termination; provided that prior to or concurrently with such termination the Company pays or causes to be paid the termination fee of $32,394,000 to the extent due and payable under the merger agreement.

Company Termination Fee

The Company will be required to pay to UHS a termination fee of $32,394,000 if:

 

•

the merger agreement is terminated by the Company or UHS pursuant to the provisions described in the first or third bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by Either the Company or UHS” or the merger agreement is terminated by UHS pursuant to the provision described in the first bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by UHS”; provided that (i) a bona fide takeover proposal has been publicly made, proposed or communicated by a third-party (or such takeover proposal has otherwise been made known to the Board and has become publicly known) (x) in the case of a termination pursuant to the provisions described in the first or third bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by Either the Company or UHS”, after the date of the merger agreement, or (y) in the case of a termination pursuant to the provision described in the first bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by UHS”, prior to the date of the applicable breach and, in the case of a termination pursuant to provision described in the third bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by Either the Company or UHS”, such takeover proposal has not been publicly withdrawn prior to the time the merger agreement is terminated and (ii) within 12 months of the date the merger agreement is terminated, the Company consummates a takeover proposal (or enters into a definitive written agreement with respect to any transaction included within the definition of takeover proposal and such transaction is subsequently consummated at any time with the person or persons that made the takeover proposal referred to in clause (i); provided that, for purposes of clause (ii) of this bullet point, the references to “25%” in the definition of takeover proposal are deemed to be references to “50%”; or

 

•

the merger agreement is terminated (i) by UHS pursuant to the provision described in the second bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by UHS” or (ii) by the Company pursuant to the provision described in the second bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by the Company”.

 

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Limitation of Liability

Subject in all respects to UHS’s injunction, specific performance and equitable relief rights and related rights set forth in the provisions described below in the section of this proxy statement entitled “—Specific Enforcement” and certain reimbursement obligations of the Company, if the termination fee is paid to UHS in circumstances for which such fee is payable pursuant to the provisions described above in the section entitled “—Company Termination Fee”, payment of the Company termination fee will constitute the sole and exclusive monetary damages remedy of UHS, Merger Sub or any of their respective former, current or future officers, directors, partners, stockholders, financing sources, managers, members or affiliates (which we refer to, collectively, as the “UHS related parties”) against the Company and its subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates (which we refer to, collectively, as the “Company related parties”) for any loss suffered as a result of the failure of the transactions contemplated by the merger agreement to be consummated or for a breach or failure to perform under the merger agreement or otherwise, and upon payment of such amount none of the Company related parties have any further liability or obligation relating to or arising out of the merger agreement or the transactions contemplated by the merger agreement; provided that no such payment of the Company termination fee will relieve the Company related parties from any liability for damages resulting from a willful breach of the merger agreement or from fraud by such Company related party.

While UHS may pursue both a grant of specific performance in accordance with the provisions described below in the section of this proxy statement entitled “—Specific Enforcement” and the payment of the applicable Company termination fee under the provision described above in the section entitled “—Company Termination Fee”, under no circumstances will UHS be permitted or entitled to receive both a grant of specific performance that results in the closing of the merger and any money damages, including all or any portion of the Company termination fee.

Fees and Expenses

Whether or not the transactions contemplated by the merger agreement are consummated, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring or required to incur such fees or expenses, except as otherwise expressly set forth in the merger agreement.

Withholding Taxes

Each of UHS, Merger Sub, the Company, the surviving corporation, the paying agent and their respective affiliates are entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts otherwise payable pursuant to the merger agreement such amounts as are required to be deducted or withheld under applicable tax law. Except with respect to compensatory amounts, if any of UHS, Merger Sub, the Company, the surviving corporation, the paying agent or their respective affiliates determines that it is required to deduct and withhold any amount payable pursuant to the merger agreement, then it will use reasonable best efforts to provide notice to the person in respect of which such deduction or withholding is to be made and cooperate with such person in good faith to minimize the amount of deduction and withholding. To the extent that amounts are so deducted or withheld and paid over to the relevant governmental authority, such amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made. Any compensatory amounts subject to payroll reporting and withholding that are payable pursuant to or as contemplated by the merger agreement shall be payable in accordance with the applicable payroll procedures of the Company.

Amendment or Supplement

Subject to compliance with applicable law, at any time prior to the effective time, the merger agreement may be amended or supplemented in any and all respects by written agreement of UHS and the Company; provided that following receipt of the Company stockholder approval, there will be no amendment or supplement

 

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to the provisions of the merger agreement which by law would require further approval by the Company stockholders without such approval.

Extension of Time, Waiver, etc.

At any time prior to the effective time, UHS and the Company may, subject to applicable law, (i) waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document delivered pursuant to the merger agreement, (ii) extend the time for the performance of any of the obligations or acts of the other party or (iii) waive compliance by the other party with any of the agreements contained in the merger agreement applicable to such party or, except as otherwise provided in the merger agreement, waive any of such party’s conditions (it being understood that UHS and Merger Sub will be deemed a single party for purposes of the foregoing clauses (i) through (iii)); provided that, following receipt of the Company stockholder approval, there will be no waiver or extension of the merger agreement which by law would require further approval by the Company stockholders without such approval.

Governing Law; Jurisdiction

The merger agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that state, regardless of the laws that might otherwise govern under any applicable conflict of laws principles. Any legal, civil, criminal or administrative proceeding, suit, investigation, audit, claim, hearing, arbitration or other action by or before any governmental authority arising out of or relating to the merger agreement or the transactions will be heard and determined in the Delaware Court (or, if the Delaware Court declines to accept jurisdiction over any action, any state or federal court within the State of Delaware).

Specific Enforcement

The parties to the merger agreement agreed that irreparable damage for which monetary relief (including the termination fee described above in the section of this proxy statement entitled “—Company Termination Fee”), even if available, would not be an adequate remedy, would occur in the event that any provision of the merger agreement is not performed in accordance with its specific terms or is otherwise breached, including if the parties fail to take any action required of them to consummate the merger agreement and the transactions contemplated by the merger agreement.

Subject to certain limitations, the parties to the merger agreement acknowledged and agreed that the parties are entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement; that the termination fee described above in the section entitled “—Company Termination Fee” (i) is not intended to and does not adequately compensate for the harm that would result from a breach of the merger agreement and (ii) will not be construed to diminish or otherwise impair in any respect any party’s right to specific enforcement; and that the right of specific enforcement is an integral part of the transactions, and without that right, neither the Company nor UHS would have entered into the merger agreement. The parties agreed not to assert that a remedy of specific enforcement is unenforceable, invalid or contrary to law for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law.

UHS Undertaking

Pursuant to the merger agreement, UHS has guaranteed the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Merger Sub under the merger agreement in accordance with the terms thereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed, discharged or complied with following the effective time by the surviving corporation.

 

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VOTING AGREEMENTS

The following summarizes the material provisions of the voting agreements. This summary does not purport to be complete, may not contain all information about the voting agreements that is or may be important to you and is qualified in its entirety by reference to the full voting agreements, copies of which are attached to this proxy statement as Annex B and Annex C which we incorporate by reference into this proxy statement. We strongly recommend that you read the voting agreements and documents related thereto carefully and in their entirety, as the rights and obligations of the parties are governed by the express terms of the voting agreements and such other related documents and not by this summary or any other information contained in this proxy statement.

The voting agreements are included with this proxy statement only to provide you with information regarding the terms of the voting agreements and not to provide you with any other factual information regarding the Company, UHS, Merger Sub or their respective subsidiaries, affiliates or businesses.

As a condition to UHS entering into the merger agreement, the voting agreement stockholders executed and delivered to UHS the voting agreements, each dated March 9, 2026. At the close of business on [   ], 2026, the record date of the special meeting, (i) Mr. Braunstein’s subject shares consisted of [   ] shares of Company common stock, which represent approximately [ ]% of the total outstanding voting power of the Company common stock as of the record date and (ii) Mr. Shachar’s subject shares consisted of [   ] shares of Company common stock, which represent approximately [ ]% of the total outstanding voting power of the Company common stock as of the record date. In connection with the execution and delivery of the voting agreements, UHS and its affiliates did not pay the voting agreement stockholders any consideration in addition to the consideration they may receive pursuant to the merger agreement in respect of their Company common stock or, as applicable, any Company warrants or any Company equity awards. The voting agreements are attached to this proxy statement as Annex B and Annex C.

Under their respective voting agreements, the voting agreement stockholders agreed, among other things, to:

 

•

(i) when a meeting of the Company stockholders is held, appear at such meeting or otherwise cause Mr. Braunstein’s subject shares or Mr. Shachar’s subject shares, as applicable, to be counted as present at such meeting for the purpose of establishing a quorum and, if applicable, vote in favor of any proposal to adjourn, recess or postpone any meeting of the Company stockholders at which the merger agreement or any other actions contemplated by the merger agreement is submitted for the consideration and vote of the Company stockholders at a later date if there are not proxies representing a sufficient number of shares of Company common stock to approve such matters on the date on which the meeting is held; and (ii) vote or cause to be voted at any such meeting (and at every postponement, recess or adjournment thereof), or execute and deliver or cause to be executed and delivered a written consent with respect to, all of Mr. Braunstein’s subject shares and Mr. Shachar’s subject shares, as applicable, (A) in favor of adopting the merger agreement and any other actions contemplated by the merger agreement in respect of which the approval of the Company stockholders is requested; (B) in favor of adoption of any proposal in respect of which the Board has (1) determined is reasonably necessary to facilitate any of the transactions contemplated by the merger agreement, (2) disclosed the determination described in the foregoing clause (1) in the proxy statement or other written materials disseminated to the Company stockholders and (3) recommended to be adopted or approved by the Company stockholders; (C) in favor of any proposal (to the extent permitted by the merger agreement) to adjourn, recess or postpone the applicable meeting; and (D) against (1) any alternative takeover proposal from a third party, whether or not constituting a superior proposal and (2) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries or any of the affiliated professional entities that would reasonably likely be intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, affect in an adverse manner or prevent the consummation of the merger or the other transactions contemplated by the merger agreement;

 

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•

not (i) enter into any agreement or undertaking or (ii) take any action or commit or agree to take any action, that would reasonably be expected to materially prevent, impair or interfere with the voting agreement stockholders’ abilities to perform any of their obligations pursuant to their respective voting agreements; and

 

•

not to directly or indirectly, subject to certain exceptions, (i) transfer, pledge, assign, exchange, lend, encumber or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise (collectively, “transfer”) or enter into any contract, option or other arrangement or understanding with respect to the transfer of, any of Mr. Braunstein’s subject shares or Mr. Shachar’s subject shares, as applicable, to any person, (ii) tender into any tender or exchange offer any subject shares, whether voluntarily, involuntarily, by operation or otherwise or (iii) enter into any voting agreement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney or any other contract, option or other arrangement or understanding with respect to the tendering, voting of or sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition (including by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) with respect to any of Mr. Braunstein’s subject shares or Mr. Shachar’s subject shares, as applicable, or deposit any of Mr. Braunstein’s subject shares or Mr. Shachar’s subject shares, as applicable, into a voting trust.

The voting agreements will terminate automatically, without any notice or other action by any person, upon the earliest of:

 

•

the effective time;

 

•

the valid termination of the merger agreement in accordance with its terms;

 

•

the entry, without the prior written consent of the voting agreement stockholders, into any material modification or amendment to the merger agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to any of the voting agreement stockholders pursuant to the merger agreement as in effect on March 9, 2026; and

 

•

the mutual written agreement of all of the parties to the voting agreement.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS

The following table sets forth certain information regarding the beneficial ownership of Company common stock as of March 31, 2026, by:

 

•

each director;

 

•

each current named executive officer;

 

•

all of our current executive officers and directors as a group; and

 

•

all stockholders known to us to be beneficial owners of 5% or more of Company common stock (based on a review of filings made with the SEC on Schedules 13D, 13G and Form 4).

As of March 31, 2026, there were approximately 167,512,566 shares of Company common stock issued and outstanding. Except as otherwise set forth below, the address of each beneficial owner is: c/o Talkspace, Inc., 622 Third Avenue, New York, NY 10017.

Beneficial ownership is determined in accordance with SEC rules, and includes any shares as to which the stockholder has sole or shared voting power or investment power, and also any shares that the stockholder has the right to acquire within 60 days of March 31, 2026, whether through the vesting of Company RSUs or the exercise or conversion of any Company option, Company warrant, convertible security or other right. The indication herein that shares are beneficially owned is not an admission on the part of the stockholder that he, she or it is a direct or indirect beneficial owner of those shares.

 

		Beneficial Ownership
Name		Number of Shares(1) (#)				Percent of Total (%)
5%+ Beneficial Stockholders
HEC Master Fund LP(2)			18,980,600				10.84	%
Norwest Venture Partners XIII, LP(3)			9,802,972				5.85	%
BlackRock, Inc.(4)			8,802,371				5.25	%
Qumra Capital II, L.P.(5)			8,573,437				5.12	%
Directors and Named Executive Officers
Jon Cohen(6)			2,474,471				1.47	%
Ian Harris(7)			305,013				*
Gil Margolin(8)			125,140				*
John Reilly(9)			940,363				*
Katelyn Watson(10)			189,799				*
Douglas L. Braunstein(11)			26,200,295				14.71	%
Erez Shachar(12)			8,926,455				5.33	%
Curtis Warfield			203,160				*
Jacqueline Yeaney			308,610				*
Madhu Pawar			339,812				*
Michael Hansen(13)			334,425				*
Swati Abbott(14)			121,858				*
Liat Ben-Zur(15)			106,438				*
All directors and executive officers as a group (13 persons)(16)			40,573,155				22.60	%

 

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