Weave Communications (WEAV) Proxy filing summary

Executive summary

• Aug. 18 merger agreement provides for acquisition by Willow Parent through a merger; the surviving entity would become its wholly owned subsidiary.

• Oct. 13 supplemental disclosures followed two shareholder lawsuits and 13 demand letters; they were made to reduce delay and expense, without admission of wrongdoing.

• Jefferies applied 2.0x–3.0x LTM revenue multiples to $257.8 million in revenue as of June 30, 2026, implying $6.60–$9.51 per share.

• Jefferies' DCF used 11.0%–12.0% discount rates, 4.0%–5.0% perpetual growth rates and $227.5 million in estimated NOLs; implied value was $6.25–$8.08 per share.

Voting matters and shareholder proposals

• Special meeting scheduled virtually for Oct. 22, 2026, at 10:00 a.m. ET to vote on adopting the merger agreement, among other matters.

• Board recommends voting FOR adoption of the merger agreement and FOR adjournment, if needed; supplemental disclosures do not change merger consideration or meeting timing.

Executive compensation and say-on-pay

• As of the supplemental disclosures, executive officers had no discussions, negotiations or agreements with Parent or affiliates on post-merger employment or equity participation; discussions or agreements may occur before or after closing.