Weave Communications Files Merger Proxy for $7.40-a-Share Buyout

What happened

Weave Communications, Inc. (Nasdaq: WEAV) filed a definitive proxy statement (Form DEFM14A) with the Securities and Exchange Commission on September 25, 2026, according to the filing. The filing sets a special meeting of stockholders for Thursday, October 22, 2026, at 10:00 a.m. Eastern Time, to be held virtually via webcast.

Stockholders will vote on a proposal to adopt the Agreement and Plan of Merger dated August 18, 2026, among Weave Communications, Willow Parent, LLC, and Willow Merger Sub, Inc., the filing states. Under the agreement, Merger Sub, a wholly owned subsidiary of Willow Parent, will merge into Weave, with Weave surviving as a wholly owned subsidiary of Willow Parent.

The filing states that Willow Parent and Willow Merger Sub are affiliates of Francisco Partners Management, L.P., described in the proxy as a global investment firm that partners with technology and technology-enabled businesses.

If the merger closes, holders of Weave common stock will receive $7.40 in cash per share, subject to applicable withholding taxes, unless they have properly exercised and not withdrawn appraisal rights, according to the filing. Weave shares closed at $7.35 on the event date, up 0.14% from the prior close of $7.34, according to the price data.

The Weave board unanimously approved the merger agreement, determined it is advisable and in the best interests of the company and its stockholders, and unanimously recommends that stockholders vote "FOR" adopting the agreement and "FOR" a related adjournment proposal, the filing states.

Only stockholders of record as of the close of business on September 14, 2026 are entitled to vote at the special meeting, per the filing. The proxy statement is dated September 25, 2026 and is first being distributed and made available to stockholders on or about that date.

Background on Weave

Weave Communications is headquartered at 1331 W Powell Way, Lehi, Utah, according to the filing. The company is incorporated in Delaware.

The company's common stock trades on Nasdaq under the ticker WEAV, and the proxy describes the stock as having a par value of $0.00001 per share.

Weave is registered with the SEC under the industry classification Services-Prepackaged Software, according to the filing metadata.

What this means

A DEFM14A is a definitive proxy statement filed under Schedule 14A of the Securities Exchange Act of 1934. "Definitive" means it is the final version of the proxy materials, as opposed to the "preliminary" version a company may file earlier; "M" designates it as merger-related. The filing triggers Weave's obligation to give stockholders the information they need to vote on a transaction, and it is typically one of the last regulatory steps before such a vote. This one satisfies that obligation for the October 22 special meeting.

A merger proxy is a different document from an annual-meeting proxy. It exists because a merger requires a shareholder vote, and the SEC requires the soliciting company to disclose the terms, the board's reasoning, and the mechanics of how votes are counted before that vote happens.

In this deal, Weave is being taken private rather than acquired by another public company. Willow Parent and Willow Merger Sub are entities created by Francisco Partners, a private investment firm, to make the acquisition. That structure, a parent entity plus a merger subsidiary, is standard in private-equity buyouts: the subsidiary is the legal vehicle that merges into the target, and the target survives as a subsidiary of the parent.

The $7.40 per share price is what a stockholder would receive in cash for each share, if the deal closes. That is different from trading on the open market, where Weave shares closed at $7.35 on the event date. A stock trading slightly below a pending cash offer price is common; the gap reflects the time until closing and the possibility the deal does not complete.

The vote threshold is set out in the filing: the merger cannot be completed unless holders of at least a majority of the outstanding shares entitled to vote approve the merger agreement. The filing notes that failing to return a proxy, or holding shares in "street name" without giving voting instructions to a bank or broker, has the same effect as voting against the merger because those shares are not counted for quorum. A stockholder who signs and returns a proxy card without marking it will have their shares voted FOR the merger agreement and FOR the adjournment proposal.

The filing also describes appraisal rights. Under Section 262 of the Delaware General Corporation Law, stockholders who do not vote in favor of adopting the merger agreement may seek a court determination of the "fair value" of their shares, provided they deliver a demand before the vote is taken and follow the requirements of Delaware law, which are summarized in the proxy and reproduced in full in Annex D. Appraisal is a statutory alternative to accepting the merger consideration; exercising it is a legal proceeding, not a guaranteed payout.

The adjournment proposal is a procedural item. If Weave does not have enough votes to adopt the merger agreement when the special meeting convenes, the company can use the adjournment proposal to postpone the meeting and continue soliciting proxies. It is not a vote on the merger itself.

Weave has retained Okapi Partners LLC as its proxy solicitor to help distribute materials and answer stockholder questions. The filing does not state a closing date for the merger or any remaining regulatory approvals; it describes the special meeting as the next step.