Weave Communications gets HSR clearance for merger

Rhea-AI Filing Summary

Weave Communications, Inc. (WEAV) announced that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for its proposed merger with Willow Merger Sub, Inc., an affiliate of Francisco Partners Management, L.P., was granted on September 21, 2026.

This HSR clearance satisfies one of the conditions to closing the merger under the Agreement and Plan of Merger entered on August 18, 2026. The merger is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval of the merger by Weave’s stockholders.

Filing Explained

The filing adds that, if the proposed merger closes, Weave would survive as a wholly owned subsidiary of Francisco Partners’ affiliates; it does not disclose consideration or ownership-exchange mechanics for existing holders.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

HSR early termination date: September 21, 2026 Merger Agreement date: August 18, 2026 Expected merger closing period: Fourth quarter of 2026 +2 more

5 metrics

HSR early termination date September 21, 2026 Date early termination of the Hart-Scott-Rodino waiting period for the merger was granted

Merger Agreement date August 18, 2026 Date Weave entered into the Agreement and Plan of Merger with Willow Parent, LLC and Willow Merger Sub, Inc.

Expected merger closing period Fourth quarter of 2026 Company’s stated expectation for completion of the merger, subject to conditions including stockholder approval

Preliminary proxy filing date September 15, 2026 Date a preliminary proxy statement related to the proposed transaction was filed with the SEC

Company address 1331 W Powell Way, Lehi, Utah 84043 Principal executive offices of Weave Communications, Inc.

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, waiting period, forward-looking statements, definitive proxy statement, +2 more

6 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

waiting period regulatory

"early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act"

A waiting period is a legally required pause before a corporate action — such as a securities offering, merger, or regulatory approval — can take effect, giving regulators time to review documents and the public time to respond. It matters to investors because it sets when money can change hands and when shares can be traded, creating a window of uncertainty and opportunity much like a cooling-off period before a big purchase.

forward-looking statements regulatory

"Statements in this on (this “”) that are not historical facts are “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

definitive proxy statement regulatory

"including a definitive proxy statement, a preliminary version of which was filed"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

preliminary proxy statement regulatory

"a preliminary version of which was filed with the SEC on September 15, 2026"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

participants in the solicitation regulatory

"may be deemed to be participants in the solicitation of proxies in respect of the special meeting"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What antitrust milestone did WEAV disclose for its pending merger?

Weave Communications reported that early termination of the Hart-Scott-Rodino waiting period for its merger with an affiliate of Francisco Partners was granted on September 21, 2026, satisfying one of the conditions to closing the transaction.

When is Weave Communications (WEAV) expecting its merger to close?

The merger of Weave Communications with Willow Merger Sub, Inc. is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval of the merger by Weave’s stockholders.

Who is acquiring Weave Communications (WEAV) under the merger agreement?

Weave Communications entered into a Merger Agreement with Willow Parent, LLC and Willow Merger Sub, Inc., affiliates of Francisco Partners Management, L.P. Weave will survive the merger as a wholly owned subsidiary of Willow Parent, LLC.

What stockholder action is required to complete the WEAV merger?

Completion of the Weave merger requires approval of the merger by the Company’s stockholders at a special meeting. The Company has filed a preliminary proxy statement and plans to file and distribute a definitive proxy statement for that meeting.

Where can WEAV investors find the proxy materials for the proposed merger?

Investors can obtain proxy materials, including the definitive proxy statement when available, from the SEC’s website (www.sec.gov), from Weave’s investor site at investors.getweave.com, or by written request to Weave’s Investor Relations at its Lehi, Utah address.

When did WEAV sign the merger agreement with the Francisco Partners affiliate?

Weave Communications entered into the Agreement and Plan of Merger on August 18, 2026, with Willow Parent, LLC and Willow Merger Sub, Inc., affiliates of Francisco Partners Management, L.P.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/21/2026 - 05:02 PM Accepted by SEC EDGAR 09/21/2026 - 05:01 PM Learn about SEC filing dates

0001609151FALSE00016091512026-09-212026-09-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2026

WEAVE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40998

26-3302902

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1331 W Powell Way Lehi, Utah									84043
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (385) 331-4164

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value

WEAV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously disclosed, on August 18, 2026, Weave Communications, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Willow Parent, LLC (“Parent”) and Willow Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are affiliates of Francisco Partners Management, L.P. The Merger Agreement provides for the acquisition of the Company by Parent by means of a merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

On September 21, 2026, early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) relating to the Merger was granted. The termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. The Merger is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval of the Merger by the Company’s stockholders.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K (this “Form 8-K”) that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the proposed transaction. Such statements are based on management’s expectations as of the date they are made and are not guarantees of future results. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “anticipate,” “believe,” “continue,” “could,” “expect,” “may,” “should,” “intend,” “seek,” “estimate,” “plan,” “target,” “project,” “likely,” “will,” “future” or other similar words or phrases. These risks and uncertainties include, but are not limited to, factors such as: (i) the ability to meet the closing conditions to the proposed transaction, including obtaining approval of the Company’s stockholders, on the expected timeframe or at all; (ii) potential adverse reactions or changes to business relationships, operating results, financial results and the business generally resulting from the announcement, pendency or inability to complete the proposed transaction on the expected timeframe or at all; (iii) actual or threatened litigation relating to the proposed transaction or otherwise; (iv) the inability to retain key personnel, management or customers, or potential diminished productivity due to the impact of the proposed transaction on the Company’s current and prospective employees, key management, customers and other business partners; (v) risks related to diverting management’s attention from the Company’s ongoing business operations; (vi) unexpected delays, costs, charges, fees or expenses resulting from the proposed transaction or the assumption of undisclosed liabilities related thereto; (vii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee; (viii) the risk that the price of the Company’s common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed; (ix) the risk that certain restrictions during the pendency of the proposed transaction may affect the Company’s ability to pursue certain business opportunities or strategic transactions; (x) actions by competitors; (xi) general adverse economic, political, social and security conditions in the regions in which the Company operates; and (xii) the other risks and uncertainties discussed under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and in other documents that the Company subsequently files from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this Form 8-K.

Additional Information and Where to Find It

This Form 8-K may be deemed to be solicitation material in respect of the proposed transaction between the Company and Parent. The Company expects to announce a special meeting of stockholders as soon as practicable to obtain stockholder approval of the transaction. In connection with the transaction, the Company intends to file relevant materials with the SEC, including a definitive proxy statement, a preliminary version of which was filed

with the SEC on September 15, 2026. INVESTORS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR FURNISHED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials, including the definitive proxy statement (when they are available), and other documents filed or furnished by the Company with the SEC at the SEC’s website at www.sec.gov, at the Company’s website at investors.getweave.com or by sending a written request to the Company’s investor relations department at Investor Relations, Weave Communications, Inc., 1331 W Powell Way, Lehi, Utah 84043. Neither this Form 8-K nor the preliminary proxy statement is a substitute for the definitive proxy statement or any other document that may be filed or furnished by the Company with the SEC.

Participants in the Solicitation

The Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the special meeting of stockholders. Information regarding the Company’s directors and executive officers is available in the preliminary proxy statement filed with the SEC on September 15, 2026, related to the proposed transaction. To the extent the security holdings of the Company’s directors and executive officers have changed since the amounts described in such preliminary proxy statement, such changes have been reflected in Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, including the interests of the Company’s directors and executive officers, will be contained in the definitive proxy statement related to the proposed transaction and other relevant materials to be filed or furnished with the SEC when they become available.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEAVE COMMUNICATIONS, INC.
Date:									September 21, 2026
By:									/s/ Tyler Waltman
Name:									Tyler Waltman
Title:									General Counsel

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB