WEAV

Business Context and Reporting Period

Company: Weave Communications, Inc. (WEAV)
Filing Type: Form 8-K (Current Report)
Date of Report: August 18, 2026
Event: Entry into a Material Definitive Agreement (Agreement and Plan of Merger).

On August 18, 2026, Weave Communications, Inc. entered into a merger agreement to be acquired by Willow Parent, LLC, an affiliate of Francisco Partners Management, L.P. The transaction involves a merger of a wholly-owned subsidiary of the parent company with Weave, with Weave surviving as a wholly-owned subsidiary. The Board of Directors unanimously approved the agreement and recommended it to stockholders.

Key Financial Metrics and Transaction Terms

Merger Consideration: $7.40 in cash per share of Weave common stock, without interest, subject to tax withholding.
Equity Treatment:

• Vested Options: Converted to cash equal to the excess of the $7.40 merger consideration over the exercise price. Options with exercise prices equal to or greater than $7.40 are cancelled for no consideration.
• Unvested Options: Converted to cash opportunities subject to original vesting schedules for continuing employees. Cancelled for no consideration if held by non-continuing employees or if the exercise price is equal to or greater than $7.40.
• Vested RSUs: Converted to cash equal to the $7.40 merger consideration.
• Unvested RSUs: Converted to cash opportunities subject to original vesting schedules for continuing employees. Cancelled for non-continuing employees.

Termination Fees:

• Company Fee: $22.8 million payable by Weave to Parent under specific termination scenarios (e.g., change in recommendation).
• Parent Fee: $39 million payable by Parent to Weave under specific termination scenarios.

Liability Caps: Parent's liability capped at $39 million; Company's liability capped at $22.8 million (plus up to $6 million in enforcement costs).

Note: This filing does not provide current revenue, profit, cash flow, margin, debt, or liquidity metrics for Weave Communications, Inc. Those figures are contained in periodic reports (10-K/10-Q) and are not included in this 8-K summary.

Material Changes and Transaction Status

Transaction Status: Pending. The transaction is expected to close in the fourth quarter of 2026, subject to closing conditions.
Key Conditions:

• Approval by holders of a majority of outstanding shares at a special meeting.
• Expiration of the Hart-Scott-Rodino waiting period.
• Receipt of regulatory approvals and absence of restraining orders.
• Accuracy of representations and warranties.
• Receipt of a payoff letter for the Company's existing credit facility.

Support Agreements: Directors and certain affiliated funds representing approximately 14.5% of outstanding voting power have agreed to vote in favor of the merger.
Delisting: Upon consummation, Weave shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Outlook, Risks, and Contingencies

Outlook: The transaction is expected to close in Q4 2026. The "Outside Date" for closing is February 18, 2027, with an automatic extension to May 18, 2027, under certain circumstances.
Financing: Francisco Partners affiliates have provided an equity commitment letter to fund the full amount of the merger consideration and related fees. Parent may also pursue debt financing.
Risks and Contingencies:

• Termination: The agreement may be terminated if the merger is not consummated by the Outside Date, if a restraint is issued, or if stockholder approval is not obtained.
• Superior Proposals: Weave is subject to "no shop" restrictions but may negotiate with third parties if a "Superior Proposal" is received prior to stockholder approval, subject to a fiduciary out.
• Operational Risks: Risks include potential loss of key personnel, customers, or business relationships; diversion of management attention; and litigation.
• Market Risks: Stock price volatility during the pendency of the transaction.

Investor Verification Checklist

• Merger Price: Verify the $7.40 per share cash consideration and its premium/discount to the current market price.
• Equity Impact: Confirm the treatment of specific employee equity awards (options/RSUs) based on exercise prices and vesting status.
• Financing Certainty: Review the equity commitment letter from Francisco Partners affiliates to ensure funding is secured.
• Termination Fees: Note the $22.8 million fee payable by Weave and the $39 million fee payable by Parent in the event of deal failure.
• Stockholder Approval: Monitor the upcoming special meeting of stockholders and the definitive proxy statement for voting details.
• Regulatory Timeline: Track the Hart-Scott-Rodino waiting period and other regulatory approvals required for the Q4 2026 closing target.