Weave Communications Inc

1. 1

   Adoption of the Merger Agreement

   ManagementBoard: FOR

   Approve and adopt the August 18, 2026 Agreement and Plan of Merger under which Willow Merger Sub, Inc. will merge with and into Weave Communications, Inc., with Weave surviving as a wholly owned subsidiary of Willow Parent, LLC, and each outstanding share generally converting into the right to receive $7.40 in cash, subject to applicable withholding taxes and appraisal rights.

   More detail

   Proposal 1 asks stockholders to approve the Agreement and Plan of Merger dated August 18, 2026. The transaction would merge Willow Merger Sub, Inc. into Weave Communications, with Weave surviving as a wholly owned subsidiary of Willow Parent, LLC, an affiliate of Francisco Partners. Each outstanding eligible share would be converted into the right to receive $7.40 in cash, less applicable withholding taxes, rather than equity in the surviving company. Approval requires the affirmative vote of holders of a majority of the outstanding shares entitled to vote, and approval is a condition to closing. The proposal would eliminate Weave’s public listing and result in deregistration of its common stock under the Exchange Act if the merger closes. The board cited the all-cash certainty, a premium to recent trading prices, the Company’s operating and execution risks, and the results of a targeted strategic review in support of the transaction. The board also considered Jefferies LLC’s fairness opinion, which concluded that the merger consideration was fair from a financial point of view to eligible stockholders. The board unanimously recommends voting FOR adoption, while stockholders who oppose the merger and satisfy Delaware statutory requirements may seek appraisal instead of accepting the merger consideration.

2. 2

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Approve adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement, or in specified circumstances such as lack of a quorum.

   More detail

   Proposal 2 asks stockholders to authorize adjournment of the special meeting if additional time is needed to solicit proxies. The primary stated purpose is to address an insufficient vote to adopt the merger agreement. The company may also use an adjournment if a quorum is absent or in other circumstances permitted under the meeting procedures. Approval would allow management to continue soliciting votes, including from stockholders who previously submitted proxies against the merger. The disclosure expressly acknowledges that adjournment could delay a vote even where the existing proxies would otherwise defeat the merger agreement. The proposal therefore provides procedural flexibility that could materially increase the likelihood of obtaining the required approval for Proposal 1. If a quorum is present, approval requires a majority of votes cast for or against the proposal, and abstentions have no effect. If no quorum is present, approval requires a majority of the voting power represented at the meeting, with abstentions treated as against. The board unanimously recommends voting FOR the Adjournment Proposal because it preserves the ability to obtain additional proxies and pursue stockholder approval of the merger.

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When is the Weave Communications Inc 2026 special meeting?

Weave Communications Inc (WEAV) holds its 2026 special shareholder meeting on Thursday, October 22, 2026.

What is the record date for the Weave Communications Inc 2026 meeting?

The record date for the Weave Communications Inc 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Weave Communications Inc's 2026 meeting?

The board is presenting 9 director nominees at the Weave Communications Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Weave Communications Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Weave Communications Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.