Weave Communications (WEAV) Proxy filing summary

Executive summary

• The company entered into a definitive merger agreement with Willow Parent, LLC, and Willow Merger Sub, Inc., affiliates of Francisco Partners, for an all-cash acquisition at $7.40 per share, with the company becoming a wholly owned subsidiary of Parent upon closing.

• The board unanimously approved the merger, determined it to be in the best interests of shareholders, and resolved to recommend its adoption at a special shareholder meeting.

• The transaction is expected to close in Q4 2026, subject to customary closing conditions, including regulatory and shareholder approvals.

• Upon completion, shares will be delisted from the NYSE and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting; support agreements have been signed by directors and certain funds representing 14.5% of voting power to vote in favor.

• The company is restricted from soliciting alternative proposals but may consider superior proposals before shareholder approval, subject to certain procedures.

• Termination fees are set at $22.8 million (company) and $39 million (parent) under specified conditions.

Board of directors and corporate governance

• The board, parent board, and merger sub board each unanimously approved the merger and related transactions.

• Directors of Merger Sub will become directors of the surviving corporation; current company officers will continue as officers post-merger.