# Talkspace, Inc. (TALK) Informational only - not investment advice. CIK: 0001803901 SIC: 8000 Services-Health Services SIC breadcrumb: [Services](/division/I/) > [SIC Major Group 80](/major-group/80/) > [SIC 8000 Services-Health Services](/industry/8000/) Latest 10-K filed: 2026-03-13 SEC page: https://www.sec.gov/edgar/browse/?CIK=1803901 Filing source: https://www.sec.gov/Archives/edgar/data/1803901/000119312526105146/talk-20251231.htm ## At a glance FY2025 · period end 2025-12-31 · filed 2026-03-13 · accession 0001193125-26-105146 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001803901.json | Metric | Value | FY | Provenance | | --- | ---: | ---: | --- | | Revenue | 228,871,000 USD | 2025 | verified | | Net income | 7,793,000 USD | 2025 | verified | | Assets | 134,863,000 USD | 2025 | verified | | Net margin | 3.40% | 2025 | computed | | Operating margin | 1.38% | 2025 | computed | | Revenue YoY | +22.00% | 2025 | computed | | ROE | 6.66% | 2025 | computed | Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Net margin = net income ÷ revenue. Operating margin = operating income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). ROE = net income ÷ period-end stockholders' equity. No market price, no rating, no forecast on this site. Not investment advice. ### Peer percentile fingerprint | Ratio | TALK | Peer median | Percentile | N | | --- | ---: | ---: | ---: | ---: | | Net margin | 3.4% | 0.9% | 78 | 10 | | Operating margin | 1.4% | -0.8% | 56 | 10 | | Revenue growth | 22.0% | 22.1% | 44 | 10 | | ROE | 6.7% | 1.9% | 67 | 10 | | ROA | 5.8% | 1.1% | 89 | 10 | | Liabilities / equity | 0.15 | 0.67 | 0 | 10 | | Current ratio | 6.38 | 1.95 | 100 | 10 | Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 8000 Services-Health Services, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking. ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 228871000 | USD | 2025 | 2026-03-13 | | Net income | 7793000 | USD | 2025 | 2026-04-30 | | Assets | 134863000 | USD | 2025 | 2026-03-13 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001803901.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | 38,178,000 | 76,190,000 | 113,671,000 | 119,567,000 | 150,045,000 | 187,593,000 | 228,871,000 | | Net income | | -29,086,000 | -22,370,000 | -62,742,000 | -79,672,000 | -19,182,000 | 1,148,000 | 7,793,000 | | Operating income | | -29,428,000 | -21,982,000 | -93,923,000 | -83,158,000 | -23,209,000 | -4,497,000 | 3,152,000 | | Gross profit | | 20,136,000 | 49,837,000 | 66,772,000 | 60,338,000 | 74,380,000 | 85,836,000 | | | Diluted EPS | | | -1.67 | -0.72 | -0.51 | -0.12 | 0.01 | 0.04 | | Operating cash flow | | -21,192,000 | -15,175,000 | -65,711,000 | -61,077,000 | -16,393,000 | 11,287,000 | 8,534,000 | | Share buybacks | | | | | 0.00 | 0.00 | 11,003,000 | 17,203,000 | | Assets | | | 32,873,000 | 223,606,000 | 156,254,000 | 142,221,000 | 138,677,000 | 134,863,000 | | Liabilities | | | 20,489,000 | 31,333,000 | 28,718,000 | 23,575,000 | 21,282,000 | 17,848,000 | | Stockholders' equity | -54,214,000 | -79,599,000 | -98,898,000 | 192,273,000 | 127,536,000 | 118,646,000 | 117,395,000 | 117,015,000 | | Cash and cash equivalents | 9,461,000 | 39,632,000 | 13,248,000 | 198,256,000 | 138,545,000 | 123,908,000 | 76,692,000 | 37,352,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | -76.19% | -29.36% | -55.20% | -66.63% | -12.78% | 0.61% | 3.40% | | Operating margin | | -77.08% | -28.85% | -82.63% | -69.55% | -15.47% | -2.40% | 1.38% | | Return on equity | | | | -32.63% | -62.47% | -16.17% | 0.98% | 6.66% | | Return on assets | | | -68.05% | -28.06% | -50.99% | -13.49% | 0.83% | 5.78% | | Liabilities / equity | | | | 0.16 | 0.23 | 0.20 | 0.18 | 0.15 | | Current ratio | | | 1.01 | 7.85 | 5.58 | 6.46 | 6.84 | 6.38 | ## As-reported value updates 4 tracked differences above grepcent's stated thresholds were found between the earliest XBRL-filed value and the value currently on file for the same fiscal period. Ledger: /company/TALK/revisions/ ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001803901.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 0.15 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | -0.11 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | -0.05 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | | | -0.03 | reported discrete quarter | | 2023-Q3 | 2023-06-30 | | -4,704,000 | | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 38,646,000 | | -0.03 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 42,418,000 | -1,306,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 45,416,000 | -1,466,000 | -0.01 | reported discrete quarter | | 2024-Q2 | 2024-03-31 | | -1,466,000 | | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 46,058,000 | | 0.00 | reported discrete quarter | | 2024-Q3 | 2024-06-30 | | -474,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 47,399,000 | | 0.01 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 48,720,000 | 1,214,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 52,182,000 | 318,000 | 0.00 | reported discrete quarter | | 2025-Q2 | 2025-03-31 | | 318,000 | | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 54,310,000 | | | reported discrete quarter | | 2025-Q3 | 2025-06-30 | | -541,000 | | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 59,381,000 | | 0.02 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 62,998,000 | 4,765,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 61,679,000 | -6,306,000 | -0.04 | reported discrete quarter | | 2026-Q2 | 2026-03-31 | | -6,306,000 | | reported discrete quarter | | 2026-Q2 | 2026-06-30 | 61,672,000 | | -0.01 | reported discrete quarter | ## Filed narrative (10-K & 10-Q) ## Business Verbatim Item 1 Business section from TALK's latest 10-K: [/company/TALK/business/](/company/TALK/business/). ## Risk Factors Verbatim Item 1A Risk Factors from TALK's latest 10-K: [/company/TALK/risk-factors/](/company/TALK/risk-factors/). ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1803901/000119312526338193/talk-20260630.htm Extracted from a substantive MD&A body after the formal Item 2 span was a TOC or reference stub. Confidence: high Filing date: 2026-08-06 Report date: 2026-06-30 Overview Talkspace is a leading virtual behavioral healthcare company offering its members convenient and affordable access to a fully-credentialed network of highly qualified providers across a wide and growing spectrum of care through virtual psychotherapy and psychiatry. All care offered at Talkspace is delivered through an easy-to-use, fully-encrypted web and mobile platform that meets HIPAA, federal, and state regulatory requirements. Our customers are comprised of the following: • Health insurance plans from commercial and government institutions, and employee assistance programs (“Payor”), who offer their members access to our platform at in-network reimbursement rates, • Direct-to-Enterprise (“DTE”), who offer their enterprise members access to our platform while their enterprise is under an active contract with Talkspace, and • Individual subscribers (“Consumer”), who subscribe directly to our platform. For the three and six months ended June 30, 2026 our revenues were $61.7 million and $123.4 million, respectively, compared to $54.3 million and $106.5 million, respectively, for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2026, our clinicians completed approximately 473,600 and 933,000 sessions, respectively related to members covered under our Payor customers, compared to 385,100 and 735,100 completed sessions for the three and six months ended June 30, 2025. As of June 30, 2026, we had approximately 5,000 Consumer active members compared to 6,650 Consumer active members as of June 30, 2025. Please refer to the “Key Business Metrics” section below for a description of Consumer active members. Pending Merger with Universal Health Services, Inc. On March 9, 2026, we entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Universal Health Services, Inc., a Delaware corporation (“UHS”), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of UHS (“Merger Subsidiary”), pursuant to which, among other things, Merger Subsidiary will merge with and into us (the “Merger”), with us continuing as the surviving corporation and a wholly-owned subsidiary of UHS. Under the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of our common stock (subject to certain exceptions set forth in the Merger Agreement) will be cancelled and converted into the right to receive $5.25 per share in cash, without interest and subject to any applicable withholding taxes. The Company’s board of directors unanimously approved and declared advisable the Merger Agreement on March 6, 2026 and the Company's stockholders voted to adopt the Merger Agreement during a special meeting of stockholders on May 29, 2026. Following completion of the Merger, we will be delisted from the NASDAQ Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable following the effective time, and the Company expects to file a Form 15 to suspend its reporting obligations under the Exchange Act as soon as practicable thereafter. We have made customary representations and warranties in the Merger Agreement and have agreed to customary covenants regarding the operation of our business prior to the consummation of the Merger. 17 Table of Contents Consummation of the Merger is subject to customary closing conditions, including termination or expiration of any waiting periods required under the Hart-Scott-Rodino (“HSR”) Act and certain specified state healthcare laws, approval by our stockholders and other customary closing conditions. The transaction is expected to close in the third quarter of 2026. We have incurred, and expect to continue to incur, significant transaction-related costs, including financial advisory, legal, and accounting fees, which will be recognized as expense in the periods incurred during fiscal year 2026. The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 20, 2026. For additional information related to the Merger Agreement, please also refer to the other relevant materials in connection with the transaction that we will file with the SEC and that will contain important information about us and the Merger. Clinical Automation and Artificial Intelligence Sentia AI, LLC is Talkspace’s wholly-owned subsidiary dedicated to proprietary Artificial Intelligence (“AI”) development. “Sentia” refers to Talkspace’s behavioral-health-focused large language model (“LLM”). Through Talkspace we recently launched “Tee,” our first purpose-built AI guide for mental wellness. Built on our proprietary behavioral health LLM and trained on clinical data from millions of patient journeys, Tee provides a private, interactive environment for member conversations regarding mental well-being. Tee utilizes Sentia's multi-agent orchestrator paired with a rigorous, human-in-the-loop Quality Management System (“QMS”) to ensure clinical safety and oversight. Tee is designed to augment—not replace—human clinicians by extending access and identifying members who may require elevated clinical intervention. While we are currently scaling Tee’s commercial rollout and marketing efforts across our direct-to-consumer and partner channels, the ongoing costs of compute resources and model development may impact our technology and development expenses. Furthermore, while Tee embeds clinical guardrails and oversight, any failure of AI-driven tools to meet clinical, safety, or regulatory standards could expose us to increased liability, regulatory scrutiny, reputational harm, or reduced demand for our platform. Inflation Risk and Economic Conditions The demand for our solution is dependent on the general economy, which is in turn affected by geopolitical conditions, the stability of the global credit markets, inflationary pressures, higher interest rates, the industries in which our Payor and DTE customers operate or serve, and other factors. Downturns in the general economy could disproportionately affect the demand for our solution and cause it to decrease. Our operations could also be impacted by inflation and higher interest rates. Inflation did not have a material effect on our business, financial condition or results of operations for the six months ended June 30, 2026 and 2025. However, if our costs were to become subject to significant inflationary pressures (such as Provider cost), we may not be able to fully offset such higher costs through price increases or cost savings. Our inability or failure to do so could harm our business, financial condition or results of operations. One Big Beautiful Bill Act In July 2025, the One Big Beautiful Act (“OBBBA”) was enacted, introducing amendments to the U.S. federal income tax code. The OBBBA permanently restores 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025, and allows immediate expensing of domestic research and experimental expenditures for tax years beginning after December 31, 2024. Although we continue to maintain a full valuation allowance against our U.S. deferred tax assets as of June 30, 2026, we expect these provisions to increase available deductions and extend the period during which future taxable income may be sheltered, improving liquidity to the extent we generate taxable income. Quarterly Fluctuations Our financial results may fluctuate from period-to-period as a result of a variety of factors, many of which are outside of our control, including, without limitation, the factors described in this section. Most of our revenue in any given quarter is derived from contracts entered into with our customers during previous quarters. Consequently, a decline in new or renewed contracts in any one quarter may not be fully reflected in our revenue for that quarter. Such declines, however, would negatively affect our revenue in future periods and the effect of significant downturns in sales of and market demand for our solution, and potential changes in our renewals or renewal terms, may not be fully reflected in our results of operations until future periods. 18 Table of Contents Our subscription model also makes it difficult for us to rapidly increase our total revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable term of the contract. Accordingly, the effect of changes in the industry impacting our business or changes we experience in our new sales may not be reflected in our short-term results of operations. Any fluctuation in our quarterly results may not accurately reflect the underlying performance of our business and could cause a decline in the trading price of our securities. Operating Segments The Company operates as a single segment, which is how the chief operating decision maker (“CODM”), who is the Chief Executive Officer, reviews financial performance and allocates resources. Key Business Metrics We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. We believe the following metrics are useful in evaluating our business: [[GREPCENT_TABLE]] [["","","Six Months Ended June 30,"],["","","2026","","2025"],["(in thousands except number of health plan and enterprise customers or otherwise indicated)","","Unaudited","","Unaudited"],["Number of completed Payor sessions during the period","","933.0","","735.1"],["Number of health plan customers at period end","","39","","31"],["Number of enterprise customers at period end","","151","","165"],["Number of Consumer active members at period end","","5.0","","6.6"],["","","Three Months Ended June 30,"],["","","2026","","2025"],["(in thousands)","","Unaudited","","Unaudited"],["Unique active Payor members during the period","","131.6","","111.2"]] [[/GREPCENT_TABLE]] Consumer Active Members: We consider consumer members “active” commencing on the date such member initiates contact with a provider on our platform until the term of their monthly, quarterly or bi-annual subscription plan expires, unless terminated early. Unique Payor Active Members: Represents unique users who had a session completed during the period. Components of Results of Operations Revenue We generate revenue from services provided to individuals who are qualified to receive access to the Company's services through our commercial arrangements with health insurance plans, employee assistance organizations and enterprises. We also generate revenue from the sale of monthly, quarterly, bi-annual and annual membership subscriptions to the Company's therapy platform as well as supplementary a la carte offerings directly to individual consumers through a subscription plan. See Note 3, “Revenue Recognition” in the notes to the condensed consolidated financial statements for further details. Costs and Operating Expenses Cost of Revenue, excluding depreciation and amortization Cost of revenue is comprised primarily of therapist payments. Cost of revenue is largely driven by the number of sessions and the size of our provider network that is required to service the growth of our Payor and DTE customers, in addition to the growth of our customer base. We designed our business model and our provider network to be scalable and to leverage a hybrid model of both employee providers and independently contracted providers to support multiple growth scenarios. The compensation paid to our independently contracted providers is variable, and the amount paid to a provider is generally based on the amount of time committed by such provider to our members. Our em [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A (excerpt) Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1803901/000119312526105146/talk-20251231.htm Complete FY 2025 MD&A: /company/TALK/mda/fy2025/ Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high Filing date: 2026-03-13 Report date: 2025-12-31 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, all references in this section as to “Talkspace,” the “Company,” “we,” “us” or “our” refer to the business of Talkspace, Inc. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and the related notes contained in this Annual Report. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those discussed in the “Risk Factors” and “Forward-Looking Statements” sections and elsewhere in this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements. The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations for the years ended December 31, 2025 and 2024. For a discussion of our results of operations, liquidity and capital resources for the year ended December 31, 2023, see “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Overview Talkspace is a leading virtual behavioral healthcare company offering its members convenient and affordable access to a fully-credentialed network of highly qualified providers across a wide and growing spectrum of care through virtual psychotherapy and psychiatry. All care offered at Talkspace is delivered through an easy-to-use, fully-encrypted web and mobile platform that meets HIPAA, federal, and state regulatory requirements. Our customers are comprised of the following: • Health insurance plans from commercial and government institutions, and employee assistance programs (“Payor”), who offer their members access to our platform at in-network reimbursement rates, • Direct-to-Enterprise (“DTE”), comprised of enterprises who offer their enterprise members access to our platform while their enterprise is under an active contract with Talkspace, and • Individual subscribers (“Consumer”) who subscribe directly to our platform. For the year ended December 31, 2025 our revenues were $228.9 million compared to $187.6 million for the year ended December 31, 2024. For the year ended December 31, 2025, our clinicians completed 1,617,000 sessions related to members covered under our Payor customers compared to 1,229,200 completed sessions for the year ended December 31, 2024. As of December 31, 2025, we had approximately 5,000 Consumer active members compared to 7,200 Consumer active members as of December 31, 2024. Pending Merger with Universal Health Services, Inc. On March 9, 2026, we entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Universal Health Services, Inc., a Delaware corporation (“UHS”), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of UHS (“Merger Subsidiary”), pursuant to which, among other things, Merger Subsidiary will merge with and into us (the “Merger”), with us continuing as the surviving corporation and a wholly-owned subsidiary of UHS. Under the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of our common stock (subject to certain exceptions set forth in the Merger Agreement) will be cancelled and converted into the right to receive $5.25 per share in cash. Following completion of the Merger, we will be delisted from the NASDAQ Global Select Market and deregistered under the Securities Exchange Act of 1934. We have made customary representations and warranties in the Merger Agreement and have agreed to customary covenants regarding the operation of our business prior to the consummation of the Merger. 49 Table of Contents Consummation of the Merger is subject to customary closing conditions, including termination or expiration of any waiting periods required under the Hart-Scott-Rodino (“HSR”) Act and certain specified state healthcare laws, approval by our stockholders and other customary closing conditions. The transaction is expected to close in the third quarter of 2026. We have incurred, and expect to continue to incur, significant transaction-related costs, including financial advisory, legal, and accounting fees, which will be recognized as expense in the periods incurred during fiscal year 2026. The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by us on March 9, 2026. For additional information related to the Merger Agreement, please also refer to the other relevant materials in connection with the transaction that we will file with the SEC and that will contain important information about us and the Merger. Clinical Automation and Artificial Intelligence Sentia AI, LLC is Talkspace’s wholly-owned subsidiary dedicated to proprietary Artificial Intelligence (“AI”) development. “Sentia” refers to Talkspace’s behavioral-health-focused large language model (“LLM”) that Talkspace intends to utilize in future products, primarily where a member has a conversation with an agent. Sentia currently exists as a beta-tested, user-facing interface product where members engage with our LLM regarding their mental well-being. This model does not replace clinicians but extends their reach, adhering to strict clinical standards while identifying millions of new users who may require human intervention. While we believe this integration will enhance member engagement and reduce clinician burnout, the cost of compute resources associated with LLMs may impact our technology and development expenses. Furthermore, if the AI-generated outputs fail to meet clinical or regulatory standards, it could result in increased liability or decreased user trust, reputational harm, additional regulatory scrutiny, and reduced demand for our services. Business Acquisition On October 1, 2025, Talkspace acquired Wisdo Health,a clinically-proven and AI-powered social health and peer support platform. Social health and the presence of supportive human connections are critical components of overall health and the acquisition of Wisdo better positions Talkspace to address loneliness and isolation, conditions that affect nearly half of U.S. adults, drive significant costs, and were declared a public health crisis by the U.S. Surgeon General. Backed by peer-reviewed research, Wisdo has demonstrated significant improvements in health outcomes, including reductions in loneliness and depression. The results of this acquisition is included in the Company’s consolidated financial statements from the date of acquisition. Refer to Note 2, “Summary of Significant Accounting Policies and Estimates” in notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K. Inflation Risk and Economic Conditions The demand for our solution is dependent on the general economy, which is in turn affected by geopolitical conditions, the stability of the global credit markets, inflationary pressures, higher interest rates, the industries in which our Payor and DTE customers operate or serve, and other factors. Downturns in the general economy could disproportionately affect the demand for our solution and cause it to decrease. Our operations could also be impacted by inflation and higher interest rates. Inflation did not have a material effect on our business, financial condition or results of operations for the years ended December 31, 2025 and 2024. However, if our costs were to become subject to significant inflationary pressures (such as Provider cost), we may not be able to fully offset such higher costs through price increases or cost savings. Our inability or failure to do so could harm our business, financial condition or results of operations. One Big Beautiful Bill Act In July 2025, the One Big Beautiful Act (“OBBBA”) was enacted, introducing amendments to the U.S. federal income tax code. The OBBBA permanently restores 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025, and allows immediate expensing of domestic research and experimental expenditures for tax years beginning after December 31, 2024. Although we continue to maintain a full valuation allowance against our U.S. deferred tax assets as of December 31, 2025, we expect these provisions to increase available deductions and extend the period during which future taxable income may be sheltered, improving liquidity to the extent we generate taxable income. 50 Table of Contents Quarterly Fluctuations Our financial results may fluctuate from period-to-period as a result of a variety of factors, many of which are outside of our control, including, without limitation, the factors described in this section. Most of our revenue in any given quarter is derived from contracts entered into with our customers during previous quarters. Consequently, a decline in new or renewed contracts in any one quarter may not be fully reflected in our revenue for that quarter. Such declines, however, would negatively affect our revenue in future periods and the effect of significant downturns in sales of and market demand for our solution, and potential changes in our renewals or renewal terms, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our total revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable term of the contract. Accordingly, the effect of changes in the industry impacting our business or changes we experience in our new sales may not be reflected in our short-term results of operations. Any fluctuation in our quarterly results may not accurately reflect the underlying performance of our business and could cause a decline in the trading price of our securities. Operating Segments The Company operates as a single segment, which is how the chief operating decision maker (“CODM”), who is the Chief Executive Officer, reviews financial performance and allocates resources. Key Business Metrics We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. We believe the following metrics are useful in evaluating our business: [[GREPCENT_TABLE]] [["","","Year Ended December 31,"],["(in thousands, except number of health plan and enterprise customers or otherwise indicated)","","2025","","","2024"],["Number of completed Payor sessions during the year","","","1,617.0","","","","1,229.2"],["Number of health plan customers at year end","","","35","","","","27"],["Number of enterprise customers at year end","","","159","","","","188"],["Number of Consumer active members at year end","","","5.0","","","","7.2"],["","","Three Months Ended December 31,"],["(in thousands)","","2025","","","2024"],["Unique Payor active members during the period","","","124.1","","","","95.7"]] [[/GREPCENT_TABLE]] Consumer Active Members: We consider consumer members “active” commencing on the date such member initiates contact with a provider on our platform until the term of their monthly, quarterly or bi-annual subscription plan expires, unless terminated early. Unique Payor Active Members: Represents unique users who had a session completed during the period. Components of Results of Operations Revenue We generate revenues from services provided to individuals who are qualified to receive access to the Com [Excerpt truncated for page length; the complete text is on the linked full-MD&A page.] Read the full FY 2025 MD&A: /company/TALK/mda/fy2025/ All MD&A years: /company/TALK/mda/ ## MD&A history Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page. - [FY 2024 MD&A](/company/TALK/mda/fy2024/): filed 2025-03-12; accession 0000950170-25-038107 (https://www.sec.gov/Archives/edgar/data/1803901/000095017025038107/talk-20241231.htm) - [FY 2023 MD&A](/company/TALK/mda/fy2023/): filed 2024-03-13; accession 0000950170-24-030872 (https://www.sec.gov/Archives/edgar/data/1803901/000095017024030872/talk-20231231.htm) - [FY 2022 MD&A](/company/TALK/mda/fy2022/): filed 2023-03-10; accession 0000950170-23-007147 (https://www.sec.gov/Archives/edgar/data/1803901/000095017023007147/talk-20221231.htm) - [FY 2021 MD&A](/company/TALK/mda/fy2021/): filed 2022-02-25; accession 0000950170-22-002102 (https://www.sec.gov/Archives/edgar/data/1803901/000095017022002102/talk-20211231.htm) ## Macro cross-references Indicators mapped to this company's SIC classification (industry 8000 Services-Health Services) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim. - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income Macro-to-micro threads including this sector: [US labor market](/thread/us-labor-market/), [Growth & output](/thread/growth-output/), [Government finances](/thread/government-finances/), [Sector employment](/thread/sector-employment/). All macro indicators: /indicators/ ## For LLMs & downloads Markdown twin: /company/TALK.md · JSON record: /company/TALK.json · verified financials: /company/TALK/financials.json / /company/TALK/financials.csv · machine TOC for the whole site: /llms.txt