Weave Communications (WEAV) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on the proposed merger with Willow Parent, LLC, an affiliate of Francisco Partners, via a virtual webcast in 2026.

• The merger agreement provides for shareholders to receive $7.40 in cash per share, representing a premium over recent trading prices.

• The board unanimously recommends voting in favor of the merger and the adjournment proposal if more time is needed to solicit votes.

• If approved, the company will become a wholly owned subsidiary of Willow Parent, LLC, and its shares will be delisted from the NYSE.

• The merger is expected to close in the fourth quarter of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders are asked to vote on adopting the merger agreement and, if necessary, to adjourn the meeting to solicit additional proxies.

• Approval requires a majority of outstanding shares; abstentions and broker non-votes count as votes against the merger.

• Certain major shareholders and all directors have entered into support agreements to vote in favor of the merger.

• Dissenting shareholders may seek appraisal rights under Delaware law if they follow strict procedures.

Board of directors and corporate governance

• The board conducted a comprehensive strategic review, considering multiple potential acquirers and alternatives.

• The board formed a Finance Committee to oversee the process and engaged Jefferies LLC as financial advisor.

• The board may change its recommendation if a superior proposal arises, following specific procedures.