Talkspace, Inc. Stock Compensation Disclosure
NOTE 10. STOCK-BASED COMPENSATION
The Company may grant cash and equity incentive awards to officers, employees, directors, consultants and service providers in order to attract, motivate and retain talent under the Talkspace’s 2021 Incentive Award Plan (the “2021 Plan”). All stock-based awards are measured based on the grant date fair value and are recognized on a straight-line basis in the Company’s consolidated income statements over the requisite service period (generally requiring a four-year vesting period).
The following table sets forth the total stock-based compensation expense related to stock options and RSUs included in the respective components of operating expenses in the consolidated income statements:
|
|
Year Ended December 31, |
|
|||||||||
(in thousands) |
|
2025 |
|
|
2024 (1) |
|
|
2023 |
|
|||
Research and development |
|
$ |
1,485 |
|
|
$ |
1,781 |
|
|
$ |
2,463 |
|
Clinical Operations |
|
|
400 |
|
|
|
293 |
|
|
|
455 |
|
Sales and Marketing |
|
|
1,748 |
|
|
|
1,860 |
|
|
|
1,722 |
|
General and administrative |
|
|
4,812 |
|
|
|
5,239 |
|
|
|
3,755 |
|
Total stock-based compensation expense |
|
$ |
8,445 |
|
|
$ |
9,173 |
|
|
$ |
8,395 |
|
Stock Options
Stock options generally vest over a four-year period and are exercisable a maximum period of ten years. The following table summarizes the activity for stock options for the year ended December 31, 2025:
|
|
Year Ended December 31, 2025 |
|
|||||||||||||
|
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||
Outstanding at beginning of year |
|
|
9,725,095 |
|
|
$ |
2.93 |
|
|
|
6.39 |
|
|
$ |
12,974 |
|
Granted |
|
|
1,147,500 |
|
|
$ |
2.81 |
|
|
|
|
|
|
|
||
Exercised |
|
|
(1,167,495 |
) |
|
$ |
0.78 |
|
|
|
|
|
|
|
||
Expired |
|
|
(547,171 |
) |
|
$ |
5.55 |
|
|
|
|
|
|
|
||
Forfeited |
|
|
(67,779 |
) |
|
$ |
2.44 |
|
|
|
|
|
|
|
||
Outstanding at end of year |
|
|
9,090,150 |
|
|
$ |
3.04 |
|
|
|
6.55 |
|
|
$ |
14,169 |
|
Exercisable at end of year |
|
|
7,379,105 |
|
|
$ |
3.23 |
|
|
|
6.13 |
|
|
$ |
11,735 |
|
The weighted average grant-date fair value of stock options granted to employees during the years ended December 31, 2025 was $1.80 per share ($1.48 per share and $0.74 per share for the years ended December 31, 2024 and 2023, respectively).
The total intrinsic value of stock options exercised during the year ended December 31, 2025 was $2.4 million ($3.0 million and $2.5 million for the years ended December 31, 2024 and 2023, respectively).
The fair value for options granted for the years ended December 31, 2025, 2024 and 2023 was estimated on the date of grant using a Black-Scholes-Merton options pricing model with the following weighted average assumptions:
|
|
Year Ended December 31, |
||||
|
|
2025 |
|
2024 |
|
2023 |
Dividend yield |
|
0% |
|
0% |
|
0% |
Expected volatility |
|
67.88% - 68.79% |
|
60.81% - 61.65% |
|
58.63% - 68.40% |
Risk-free interest rate |
|
3.73%-4.09% |
|
3.71%-4.19% |
|
3.70%-4.22% |
Expected term (years) |
|
5.3 - 6.06 |
|
5.27 - 6.11 |
|
5.23 - 6.25 |
As of December 31, 2025, there was $2.3 million of total unrecognized compensation cost related to non-vested stock options that are expected to be recognized over a weighted average period of 2.3 years.
Restricted Stock Units
Restricted Stock Units (“RSUs”) typically vest over a four-year period. The following table summarizes the activity for RSUs for the year ended December 31, 2025:
|
|
Year Ended December 31, 2025 |
|
|||||
|
|
Number of |
|
|
Weighted |
|
||
Nonvested at beginning of year |
|
|
7,027,075 |
|
|
$ |
1.73 |
|
Granted |
|
|
2,722,473 |
|
|
$ |
2.91 |
|
Vested |
|
|
(3,628,229 |
) |
|
$ |
2.02 |
|
Forfeited |
|
|
(595,993 |
) |
|
$ |
2.00 |
|
Nonvested at end of year |
|
|
5,525,326 |
|
|
$ |
2.17 |
|
The total fair value of RSUs vested during the year ended December 31, 2025 was $7.3 million ($10.4 million and $5.0 million for the years ended December 31, 2024 and 2023, respectively).
As of December 31, 2025, there was $11.1 million of total unrecognized compensation cost related to non-vested RSUs that are expected to be recognized over a weighted average period of 2.5 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 13, 2026 | Showing above |
| 2024 | Mar 12, 2025 | |
| 2023 | Mar 13, 2024 | |
| 2022 | Mar 10, 2023 | |
| 2021 | Feb 25, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.