8-K
Talkspace, Inc. (TALK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 2025
Talkspace, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39314 | 84-4636604 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 622 Third Avenue, New York, New York | 10017 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(212) 284-7206
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Common stock, $0.0001 par value per share | TALK | Nasdaq Global Select Market |
| Warrants to purchase common stock | TALKW | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Talkspace, Inc. (the “Company”) issued a press release on October 30, 2025 announcing its financial results for the quarter ended September 30, 2025. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto.
The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On October 30, 2025, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended September 30, 2025 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. The Slides are furnished as Exhibit 99.2. The Company may use the Slides, in whole or in part, and possibly with minor modifications, in connection with presentations to investors after such date.
The information contained in the Slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
This information in this Item 7.01, including the information contained in Exhibit 99.2 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press Release issued by Talkspace, Inc. dated October 30, 2025. |
| 99.2 | Supplementary Slides: Talkspace, Inc. 2025 Third Quarter Earnings Presentation dated October 30, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Talkspace, Inc. | |||
|---|---|---|---|
| Date: | October 30, 2025 | By: | /s/ Ian Harris |
| Ian Harris<br><br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
Talkspace Announces Third Quarter 2025 Results
3Q 2025 Total revenue grew 25% year-over-year to $59.4 million
driven by 42% year-over-year growth in Payor revenue
3Q 2025 Net income of $3.3 million and adjusted EBITDA1 of $5.0 million
3Q 2025 Share repurchases of $8.8 million
NEW YORK, New York - October 30, 2025 – Talkspace, Inc. (“Talkspace” or the “Company”) (NASDAQ: TALK), today reported third quarter 2025 financial results.
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||
| Unaudited | Results | % Variance from Prior Year | Results | % Variance from Prior Year | ||||||
| (In thousands unless otherwise noted) | ||||||||||
| Number of completed Payor sessions during the period | 432.2 | 37 | % | 1,167.3 | 30 | % | ||||
| Number of unique active Payor members during the period | 120.6 | 29 | % | N/A | N/A | |||||
| Total revenue | $ | 59,381 | 25 | % | $ | 165,873 | 19 | % | ||
| Costs and operating expenses | $ | 57,183 | 21 | % | $ | 166,550 | 16 | % | ||
| Net income | $ | 3,251 | 73 | % | $ | 3,028 | * | |||
| Adjusted EBITDA (1) | $ | 4,968 | 111 | % | $ | 9,206 | 114 | % | ||
| Cash, cash equivalents and restricted cash at period end | $ | 43,653 | — | $ | 43,653 | — | ||||
| Short-term marketable securities at period end | $ | 52,100 | — | $ | 52,100 | — |
(1) Adjusted EBITDA is a non-GAAP financial measure. For a definition of the measure and a reconciliation to the most directly comparable GAAP measure, see “Reconciliation of GAAP Results to Non-GAAP Results.”
* Percentage not meaningful.
Dr. Jon Cohen, CEO of Talkspace, said, “I’m pleased with the work our team accomplished this quarter to drive positive momentum through product enhancements, new marketing strategies, and additional payor partnerships. These efforts helped to deliver record quarterly revenue of $59.4 million, while further accelerating year-over-year growth of payor sessions by 37% and active payor members by 29%. Our focus on broadening our suite of mental health services, particularly through our recently announced acquisition of Wisdo Health, and the progress we have made with our AI initiatives will help to ensure that Talkspace can deliver on our mission of bringing affordable behavioral health access to more members.”
Third Quarter 2025 Key Performance Metrics
- Revenue increased 25% over the prior-year period to $59.4 million, driven by a 42% year-over-year increase in Payor revenue, partially offset by a 23% year-over-year decline in Consumer revenue.
- Cost of revenue, excluding depreciation and amortization, increased 35% over the prior-year period to $34.7 million, driven by a higher number of completed Payor sessions.
- Total costs and operating expenses were $57.2 million, an increase of 21% year-over-year, primarily due to an increase in cost of revenue, excluding depreciation and amortization.
- Net income was $3.3 million, an increase of 73% over the prior-year period, primarily driven by an increase in revenue, partially offset by an increase in cost of revenue, excluding depreciation and amortization.
- Adjusted EBITDA was $5.0 million, an improvement from $2.4 million adjusted EBITDA in the third quarter of 2024, primarily driven by an increase in revenue, partially offset by an increase in cost of revenue, excluding depreciation and amortization.
Financial Guidance
The following guidance is based on current market conditions and expectations and the information available to the Company today. For 2025 Talkspace has updated its guidance as follows:
- Revenue to be in the range of $226 million to $230 million (updated from $220 million - $235 million)
- Adjusted EBITDA to be in the range of $14 million to $16 million (updated from $14 million - $20 million)
Conference Call, Presentation Slides, and Webcast Details
The Third Quarter 2025 earnings conference call and webcast will be held Thursday, October 30, 2025, at 8:30 a.m. E.T. The conference call will be available via audio webcast at investors.talkspace.com and can also be accessed by dialing (888) 596-4144 for U.S. participants, or +1 (646) 968-2525 for international participants, and referencing participant code 9108029. A replay will be available shortly after the call’s completion and remain available for approximately 90 days.
About Talkspace
Talkspace (NASDAQ: TALK) is a leading virtual behavioral healthcare provider committed to helping people lead healthier, happier lives through access to high-quality mental healthcare. At Talkspace, we believe that mental healthcare is core to overall health and should be available to everyone.
Talkspace 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 Talkspace’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 Talkspace 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 Talkspace through their health insurance plans, employee assistance programs, our partnerships with leading healthcare companies, or as a free benefit through their employer, school, or government agency.
For more information, visit www.talkspace.com.
For Investors:
ICR Westwicke
TalkspaceIR@westwicke.com
For Media:
John Kim
SKDK
(310) 997-5963
jkim@skdknick.com
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking, including statements regarding our financial condition, anticipated financial performance, achieving profitability, business strategy and plans, market opportunity and expansion and objectives of our management for future operations. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “strive,” “target,” “will,” or “would,” the negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many important factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) rapid technological change in our industry; (ii) our ability to secure clients' contract renewals; (iii) our ability to maintain and expand our network of therapists, psychiatrists and other providers; (iv) a decline in the prevalence of enterprise-sponsored healthcare or the emergence of new technologies may adversely impact our DTE business; (v) if our or our vendors’ security measures fail or are breached; (vi) changes in healthcare laws, regulations or trends and our ability to operate in the heavily regulated healthcare industry; and (vii) the other factors, risks and uncertainties described under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2025, subsequent quarterly reports on Form 10-Q and our other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise unless required to do so under applicable law. We do not give any assurance that we will achieve our expectations.
Talkspace, Inc.
Condensed Consolidated Income Statements
(Unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended<br>September 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | |
| (in thousands, except percentages, share and per share data) | ||||||
| Revenue: | ||||||
| Payor revenue | $45,512 | $32,039 | 42.1 | $123,855 | $90,492 | 36.9 |
| DTE revenue | 9,260 | 9,370 | (1.2) | 28,246 | 28,911 | (2.3) |
| Consumer revenue | 4,609 | 5,990 | (23.1) | 13,772 | 19,470 | (29.3) |
| Total revenue | 59,381 | 47,399 | 25.3 | 165,873 | 138,873 | 19.4 |
| Costs and operating expenses: | ||||||
| Cost of revenue, excluding<br> depreciation and amortization | 34,741 | 25,667 | 35.4 | 94,447 | 74,236 | 27.2 |
| Research and development | 1,784 | 2,298 | (22.4) | 7,187 | 8,048 | (10.7) |
| Clinical operations, net | 1,638 | 1,677 | (2.3) | 5,415 | 4,802 | 12.8 |
| Sales and marketing | 13,245 | 12,295 | 7.7 | 41,423 | 38,535 | 7.5 |
| General and administrative | 5,089 | 5,132 | (0.8) | 16,024 | 17,666 | (9.3) |
| Depreciation and amortization | 686 | 231 | 197.0 | 2,054 | 652 | 215.0 |
| Total costs and operating expenses | 57,183 | 47,300 | 20.9 | 166,550 | 143,939 | 15.7 |
| Income (loss) from operations | 2,198 | 99 | * | (677) | (5,066) | 86.6 |
| Financial income, net | (1,078) | (1,701) | (36.6) | (3,929) | (5,123) | (23.3) |
| Income before income taxes | 3,276 | 1,800 | 82.0 | 3,252 | 57 | * |
| Income tax expense (benefit) | 25 | (74) | * | 224 | 123 | 82.1 |
| Net income (loss) | $3,251 | $1,874 | 73.5 | $3,028 | $(66) | * |
| Net income (loss) per share: | ||||||
| Basic | $0.02 | $0.01 | 100.0 | $0.02 | $(0.00) | * |
| Diluted | $0.02 | $0.01 | 100.0 | $0.02 | $(0.00) | * |
| Weighted average shares used to compute net income (loss) per share: | ||||||
| Basic | 166,190,495 | 168,426,349 | 167,455,607 | 168,805,882 | ||
| Diluted | 171,462,202 | 173,753,763 | 174,009,390 | 168,805,882 |
* Percentage not meaningful.
Talkspace, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended<br>September 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||
| (in thousands) | |||||||||||||
| Net income (loss) | $ | 3,251 | $ | 1,874 | 73.5 | $ | 3,028 | $ | (66 | ) | * | ||
| Other comprehensive income: | |||||||||||||
| Change in unrealized gain on marketable debt securities | 42 | — | 100.0 | 59 | — | 100.0 | |||||||
| Total other comprehensive income | 42 | — | 100.0 | 59 | — | 100.0 | |||||||
| Total comprehensive income (loss) | $ | 3,293 | $ | 1,874 | 75.7 | $ | 3,087 | $ | (66 | ) | * |
* Percentage not meaningful.
Talkspace, Inc.
Condensed Consolidated Balance Sheets
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (in thousands) | Unaudited | |||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 39,508 | $ | 76,692 | ||
| Restricted cash | 4,145 | — | ||||
| Marketable securities | 52,100 | 41,118 | ||||
| Accounts receivable, net | 14,927 | 9,643 | ||||
| Other current assets | 3,800 | 2,729 | ||||
| Total current assets | 114,480 | 130,182 | ||||
| Fixed assets, net | 12,728 | 6,259 | ||||
| Other long-term assets | 1,852 | 2,236 | ||||
| Total assets | $ | 129,060 | $ | 138,677 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable | $ | 9,617 | $ | 7,710 | ||
| Accrued expenses and other current liabilities | 6,649 | 8,031 | ||||
| Deferred revenue | 3,112 | 3,282 | ||||
| Total current liabilities | 19,378 | 19,023 | ||||
| Other long-term liabilities | 577 | 2,259 | ||||
| Total liabilities | 19,955 | 21,282 | ||||
| STOCKHOLDERS’ EQUITY: | ||||||
| Common stock | 17 | 17 | ||||
| Additional paid-in capital | 375,235 | 386,612 | ||||
| Accumulated deficit | (266,208 | ) | (269,236 | ) | ||
| Accumulated other comprehensive income | 61 | 2 | ||||
| Total stockholders’ equity | 109,105 | 117,395 | ||||
| Total liabilities and stockholders’ equity | $ | 129,060 | $ | 138,677 |
Talkspace, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended <br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (in thousands) | ||||||
| Cash flows from operating activities: | ||||||
| Net income (loss) | $ | 3,028 | $ | (66 | ) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 2,054 | 652 | ||||
| Accretion of discount on marketable securities | (672 | ) | — | |||
| Stock-based compensation | 6,529 | 7,290 | ||||
| Remeasurement of warrant liabilities | (1,077 | ) | (794 | ) | ||
| (Increase) decrease in accounts receivable | (5,284 | ) | 572 | |||
| (Increase) decrease in other current assets | (1,071 | ) | 2,796 | |||
| Increase in accounts payable | 1,907 | 2,188 | ||||
| (Decrease) increase in deferred revenue | (170 | ) | 438 | |||
| Decrease in accrued expenses and other current liabilities | (2,082 | ) | (5,220 | ) | ||
| Other | (4 | ) | (233 | ) | ||
| Net cash provided by operating activities | 3,158 | 7,623 | ||||
| Cash flows from investing activities: | ||||||
| Purchases of marketable securities | (32,655 | ) | — | |||
| Proceeds from maturities of marketable securities | 22,345 | — | ||||
| Capitalized internal-use software costs | (7,345 | ) | (3,768 | ) | ||
| Other | (47 | ) | (69 | ) | ||
| Net cash used in investing activities | (17,702 | ) | (3,837 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from exercise of stock options | 862 | 1,616 | ||||
| Payments for employee taxes withheld related to vested stock-based awards | (2,154 | ) | (2,312 | ) | ||
| Repurchase of common stock for retirement | (17,203 | ) | (8,004 | ) | ||
| Net cash used in financing activities | (18,495 | ) | (8,700 | ) | ||
| Net decrease in cash, cash equivalents and restricted cash | (33,039 | ) | (4,914 | ) | ||
| Cash, cash equivalents and restricted cash at beginning of the period | 76,692 | 123,908 | ||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 43,653 | $ | 118,994 |
Non-GAAP Financial Measures
In addition to our financial results determined in accordance with GAAP, we believe adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating performance, and our management uses it as a key performance measure to assess our operating performance. Because adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes and in evaluating acquisition opportunities. We also use adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. We believe that the use of adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.
Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not necessarily reflect capital commitments to be paid in the future and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these requirements. In evaluating adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments described herein. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. Our adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. Adjusted EBITDA should not be considered as an alternative to income (loss) before income taxes, net income (loss), income (loss) per share, or any other performance measures derived in accordance with U.S. GAAP. When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net income (loss) and other GAAP results.
A reconciliation is provided below for adjusted EBITDA to net income (loss), the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review our financial statements prepared in accordance with GAAP and the reconciliation of our non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business. We do not provide a forward-looking reconciliation of adjusted EBITDA guidance as the amount and significance of the reconciling items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These reconciling items could be meaningful.
Adjusted EBITDA
We calculate adjusted EBITDA as net income (loss) adjusted to exclude (i) depreciation and amortization, (ii) stock-based compensation expense, (iii) financial income, net, (iv) income tax expense (benefit), and (v) certain non-recurring expenses, where applicable.
Talkspace, Inc.
Reconciliation of GAAP Results to Non-GAAP Results
(Unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended<br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in thousands) | ||||||||||||
| Net income (loss) | $ | 3,251 | $ | 1,874 | $ | 3,028 | $ | (66 | ) | |||
| Add: | ||||||||||||
| Depreciation and amortization | 686 | 231 | 2,054 | 652 | ||||||||
| Stock-based compensation | 1,841 | 1,931 | 6,529 | 7,290 | ||||||||
| Financial income, net | (1,078 | ) | (1,701 | ) | (3,929 | ) | (5,123 | ) | ||||
| Income tax expense (benefit) | 25 | (74 | ) | 224 | 123 | |||||||
| Non-recurring expenses (1) | 243 | 89 | 1,300 | 1,427 | ||||||||
| Adjusted EBITDA | $ | 4,968 | $ | 2,350 | $ | 9,206 | $ | 4,303 |
(1) For the three months ended September 30, 2025, non-recurring expenses primarily consisted of acquisition related expenses. For the nine months ended September 30, 2025, non-recurring expenses primarily consisted of severance costs, one-time litigation fees and acquisition related expenses.
For the three and nine months ended September 30, 2024, non-recurring expenses primarily consisted of severance costs related to the departure of key executives of the Company and other related costs.
2025 Third Quarter Earnings Presentation October 30, 2025 Exhibit 99.2
Disclaimer This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking, including statements regarding our financial condition, anticipated financial performance, achieving profitability, business strategy and plans, market opportunity and expansion and objectives of our management for future operations. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “strive”, “target,” “will,” or “would,” the negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many important factors could cause actual future events to differ materially from the forward-looking statements in this presentation, including but not limited to: (i) rapid technological change in our industry; (ii) our ability to secure clients' contract renewals; (iii) our ability to maintain and expand our network of therapists, psychiatrists and other providers; (iv) a decline in the prevalence of enterprise-sponsored healthcare or the emergence of new technologies may adversely impact our DTE (“Direct-to-Enterprise”) business; (v) if our or our vendors’ security measures fail or are breached; (vi) changes in healthcare laws, regulations or trends and our ability to operate in the heavily regulated healthcare industry; and (vii) and the other factors, risks and uncertainties described in under the caption “Risk Factors” in our Annual Report on Form 10-K for the annual period ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 12, 2025, subsequent quarterly reports on Form 10-Q and in our other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations. Certain information and data contained in this presentation relate to or are based on studies, publications, surveys and other data obtained from third-party sources and the Company’s own internal estimates and research. While the Company believes these third-party sources to be reliable as of the date of this presentation, it has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources, and you are urged not to give undue weight to such third-party information. While the Company believes its internal research is reliable, such research has not been verified by any independent source. This presentation may contain the measure Adjusted EBITDA, Adjusted EBITDA margin, and non-GAAP costs and expenses (including non-GAAP cost of revenue, research and development, sales and marketing, and general and administrative) which are non-GAAP financial measure. For additional information about the measure and a reconciliation to the most closely comparable GAAP measure see the Talkspace Investors Relations website at investors.talkspace.com. 2 2025 THIRD QUARTER EARNINGS PRESENTATION
$64 54% $39 34% 3Q 2025 Revenue and Adjusted Gross Profit 3 2025 THIRD QUARTER EARNINGS PRESENTATION Revenue1 Composition USD, Millions Adjusted Gross Profit and % Margin2 USD, Millions Revenue is presented on an as-reported basis. Adjusted Gross Profit is defined as Revenue less Cost of revenue, excluding depreciation and amortization. Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. PAYOR DTE CONSUMER
Operating Expenses1 $64 54% $39 34% Adjusted EBITDA2 Operating Expense and Adjusted EBITDA 4 2025 THIRD QUARTER EARNINGS PRESENTATION (1) Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. (2) Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation to the most directly comparable GAAP measure, see the appendix to this presentation. USD, Millions USD, Millions NORMALIZED OPEX SBC + NON-RECURRING NORMALIZED OPEX AS % OF REVENUE
5 Accelerating Behavioral Health Growth & Expanding Services Improved member funnel and drove +29% Unique Active Payor Members; +37% Payor sessions, YoY Broadened coverage with new Blues plans and competitive national EAP win Expanded medication management with +46% sequential growth in initial psychiatry sessions Broadened comprehensive care platform with acquisition of Wisdo Health, a clinically-proven, AI-powered social health platform Delivering scalability, sustainability, and profitability +42% YoY in Payor Revenue and +25% YoY in Total Revenue Continued Adjusted EBITDA growth: +111% YoY in Q3; LTM Adjusted EBITDA of ~$11.9 million vs. ~$4.0 million a year ago3 Strong balance sheet: $0 debt and ~$96M in cash, cash equivalents and restricted cash (incl. & Marketable Securities) for growth investments ~$9m of shares repurchased in Q3 under the Company’s buyback plan Enhancing Partnerships & Growing Brand Awareness Further embedded with payors through directory integrations of curated clinician network to facilitate finding in-network care Continued partnership strategy in women’s health with Tia Health Increased brand awareness; with more than 35% of people now recognizing Talkspace2 Celebrated 2-years of NYC Teenspace program with strong results and continued to grow youth/young adult business 3Q 2025 Business Highlights (1) M BH members, Compared to control period in 2024. (2) Qualtrics survey data. (3) Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation to the most directly comparable GAAP measure, see the appendix to this presentation. 2025 THIRD QUARTER EARNINGS PRESENTATION Innovating through Meaningful Investments in Technology Continued integration of AI into all aspects of the business to improve both the member journey and provider experience Product platform enhancements drove +50% increase in number of clients attending 3rd session in 30 days1 Launched three additional proprietary risk algorithms, in addition to suicide-risk In Alpha phase testing, proved our proprietary LLM's outperformance across key safety measures in comparison to frontier AI models
Payor Members1 $64 54% $39 34% Payor Sessions1 3Q 2025 Payor Performance Highlights 6 Includes sessions from Managed Behavioral Health (“MBH”) and Employee Assistance Programs (“EAP”). Thousands Thousands 2025 THIRD QUARTER EARNINGS PRESENTATION
2025 Financial Guidance 7 Guidance based on current market conditions and expectations and what we know today. Adjusted EBITDA is a non-GAAP financial measure. We do not provide a forward-looking reconciliation of our guidance for adjusted EBITDA as the amount and significance of items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These special items could be meaningful. Revenue 2025 THIRD QUARTER EARNINGS PRESENTATION Adjusted EBITDA2 $220M to $235M +17% to +25% YoY $14M to $20M +101% to +187% YoY $226M to $230M +20% to +23% YoY $14M to $16M +101% to +130% YoY Prior Guidance Range Narrowed Guidance Range
Appendix 8
Non-GAAP Financial Measures In addition to our financial results determined in accordance with GAAP, we believe adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating performance, and our management uses it as a key performance measure to assess our operating performance. Because adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes and in evaluating acquisition opportunities. We also use adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. We believe that the use of adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not necessarily reflect capital commitments to be paid in the future and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these requirements. In evaluating adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments described herein. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. Our adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. Adjusted EBITDA should not be considered as an alternative to income (loss) before income taxes, net income (loss), income (loss) per share, or any other performance measures derived in accordance with U.S. GAAP. When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net income (loss) and other GAAP results. A reconciliation is provided below for adjusted EBITDA to net income (loss), the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review our financial statements prepared in accordance with GAAP and the reconciliation of our non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business. We do not provide a forward-looking reconciliation of adjusted EBITDA guidance as the amount and significance of the reconciling items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These reconciling items could be meaningful. 9 2025 THIRD QUARTER EARNINGS PRESENTATION
Reconciliation of Net Income (Loss) to Adjusted EBITDA Adjusted EBITDA We calculate adjusted EBITDA as net income (loss) adjusted to exclude (i) depreciation and amortization, (ii) stock-based compensation expense, (iii) financial income, net, (iv) income tax expense (benefit), and (v) certain non-recurring expenses, where applicable. 10 2025 THIRD QUARTER EARNINGS PRESENTATION