Weave Communications (WEAV) Proxy filing summary

Executive summary

• A special meeting is scheduled for October 22, 2026, for shareholders to vote on a proposed merger with Willow Parent, LLC, an affiliate of Francisco Partners, via Willow Merger Sub, Inc., making the company a wholly owned subsidiary of Parent at $7.40 per share in cash.

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

• The merger consideration represents a 34% premium over the closing price before the announcement and will result in delisting from NYSE and deregistration under the Exchange Act.

• The transaction follows a comprehensive strategic review, with Jefferies LLC providing a fairness opinion supporting the financial terms.

• If the merger is not completed, the company will remain public, and under certain conditions, may owe a $22.8 million termination fee to Parent.

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.

• Supporting shareholders, including directors, holding 11.7% of shares, have agreed to vote in favor.

• Dissenting shareholders may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board and all directors have entered into support agreements to vote for the merger.

• The board may change its recommendation only under specific circumstances, such as a superior proposal or intervening event, after a good-faith negotiation period with Parent.

• The board considered business risks, market volatility, and strategic alternatives before recommending the merger.