0001609151FALSE00016091512026-03-302026-03-30
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): March 30, 2026
WEAVE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-40998 | 26-3302902 |
| (State or other jurisdiction of incorporation or organization) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
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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:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | | 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:
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| 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 1.01. Entry into a Material Definitive Agreement.
On March 28, 2026, Weave Communications, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Engine Capital L.P. and certain of its affiliates (collectively, “Engine Capital”), and 2717 Partners LP and certain of its affiliates (collectively, “2717 Partners”).
Pursuant to the Cooperation Agreement, effective March 28, 2026, the Company agreed to (i) increase the size of the Board by two directorships to consist of a total of ten directors, (ii) appoint H. Edward Robson II (“Mr. Robson”) and Ryan Dubin (“Mr. Dubin”) to the Board of Directors of the Company (the “Board”), effective immediately, each as a Class III director, with an initial term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), and (iii) as promptly as practicable, commence a search for an independent director and use its reasonable best efforts to appoint at least one suitable candidate within six (6) months following the date of the Cooperation Agreement (the “Additional Independent Director”), and appoint the Additional Independent Director to the Board as a Class II director, with an initial term expiring at the Company's 2029 annual meeting of stockholders, promptly following identification of the Additional Independent Director.
The Cooperation Agreement provides for customary director replacement procedures in the event that Mr. Robson or Mr. Dubin cease to serve as directors under certain circumstances specified in the Cooperation Agreement. The Company further agreed that it would not nominate one of the current Class II directors for re-election at the Company's 2026 annual meeting of stockholders (the “2026 Annual Meeting") and two of the current Class I directors for re-election at the Company's 2028 annual meeting of stockholders.
Pursuant to the Cooperation Agreement, the Company also agreed to form an advisory committee of the Board to assist the Board in driving long-term shareholder value (the “Finance Committee”), and to appoint Mr. Robson, Mr. Dubin, David Silverman and Tyler Newton as members of the Finance Committee, with Mr. Silverman serving as Chair.
The Cooperation Agreement contains certain customary standstill restrictions, voting commitments, expense reimbursement and other provisions, such as a mutual non-disparagement provision, which will remain in effect until the date that is the earlier of (i) 30 days prior to the deadline for the submission of shareholder director nominations for the 2027 Annual Meeting and (ii) 120 days prior to the first anniversary of the 2026 Annual Meeting , subject to extension in the event that, subject to certain exceptions, the Company irrevocably offers to re-nominate Mr. Robson or Mr. Dubin for re-election at the 2027 Annual Meeting and Engine Capital or 2717 Partners accepts such offer (the “Termination Date”). The Company agreed that the Board’s size will be no greater than ten members without the written consent of Engine Capital and 2717 Partners (which cannot be unreasonably withheld, conditioned or delayed) from the conclusion of the 2026 Annual Meeting until the Termination Date.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Cooperation Agreement, in connection with Mr. Robson’s appointment to the Board, he was appointed to serve on the Board’s Nominating and Governance Committee, and the newly formed Finance Committee. In connection with Mr. Dubin’s appointment to the Board, he was appointed to serve on the Board’s Audit Committee, and the newly formed Finance Committee.
In connection with their service as directors, Messrs. Robson and Dubin will receive the Company's standard non-employee director cash and equity compensation. Messrs. Robson and Dubin will each receive a pro rata portion of the annual board and applicable committee membership retainers for his service. They are each also entitled to a grant of restricted stock units under the Company's 2021 Equity Incentive Plan with a grant date value equal to $350,000 on the date of his appointment, and is eligible to receive future annual grants of restricted stock units under such plan. Messrs. Robson and Dubin will also enter into the Company's standard form of indemnification agreement.
Other than the Cooperation Agreement, there are no arrangements or understandings between Mr. Robson or Mr. Dubin and any other persons pursuant to which Mr. Robson or Mr. Dubin, respectively, was appointed as a member of the Board and neither Mr. Robson nor Mr. Dubin has any transactions reportable under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On March 30, 2026, the Company issued a press release announcing the Company’s entry into the Cooperation Agreement. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. | | | | | | | | | | | | | | | | | |
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| Exhibit No. | | Description |
| 10.1 | | Cooperation Agreement, dated March 28, 2026, among the registrant and the other parties thereto |
| 99.1 | | Press Release, dated March 30, 2026 |
| 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| WEAVE COMMUNICATIONS, INC. |
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| Date: | March 30, 2026 |
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| By: | /s/ Brett White |
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| Name: | Brett White |
| Title: | Chief Executive Officer |
Weave Communications Appoints Edward Robson and Ryan Dubin to Board of Directors
Enters into Cooperation Agreement with Engine Capital and 2717 Partners
LEHI, Utah--(BUSINESS WIRE)-- Weave Communications, Inc. (NYSE: WEAV) (“Weave” or the “Company”), a leading vertical SaaS platform that delivers AI-powered patient engagement and payment solutions for small and medium-sized healthcare practices, today announced the appointment of two new independent directors, Ryan Dubin and Edward Robson, to its Board of Directors (the “Board”), effective immediately. These appointments were made in connection with a cooperation agreement with Engine Capital, L.P. (“Engine Capital”) and 2717 Partners LP (“2717 Partners”) and certain affiliates.
Mr. Robson brings extensive experience in private equity and public market investing, having served on multiple technology company boards and worked with management to unlock shareholder value. Mr. Dubin brings significant investment and corporate advisory experience, with deep expertise in corporate strategy, capital allocation, and capital markets, and extensive experience helping boards and management teams to create value.
The Board will form a new Finance Committee to support long-term shareholder value. The Finance Committee will include David Silverman, Tyler Newton, Edward Robson, and Ryan Dubin, chaired by Mr. Silverman. Messrs. Dubin and Robson were appointed as Class III directors. Mr. Dubin will serve on the Audit and Finance Committees, and Mr. Robson will serve on the Nominating and Governance and Finance Committees. In accordance with the cooperation agreement, the Board will promptly begin a search for a third independent director with executive-level software operating experience, who will be appointed as a Class II director once identified.
“We appreciate the constructive and productive dialogue we have had with Engine Capital and 2717 Partners,” said Brett White, Chief Executive Officer of Weave Communications. “Our recent performance underscores the strength of our business model, reflected in consistent top-line growth, expanding margins, and disciplined cash generation. With this agreement in place, we are well-positioned to build on that momentum and drive long-term value for our shareholders.”
"We are pleased to have reached this agreement,” said Stuart Harvey, Weave’s Chairman of the Board. “Ryan and Edward bring expertise in capital markets, operations, and value creation, as well as experience scaling technology platforms that align with our goal of driving long-term, sustainable value for all Weave shareholders as the company continues to expand its market presence."
Arnaud Ajdler, Managing Partner of Engine Capital, said: “We appreciate the Board’s engagement. We believe Weave is well positioned given its leadership in patient engagement. The appointment of three new independent directors and the formation of the Finance Committee reflect a shared commitment to execution and shareholder value creation. We look forward to working constructively with the Board and management.”
Edward Robson, Founder and Chief Investment Officer of 2717 Partners, said: “As a shareholder in Weave, we appreciate the Board and management’s constructive engagements with 2717 and Engine to support long-term value creation. I look forward to leveraging my deep experience partnering with technology and software companies, and working collaboratively with my fellow directors and management to build on the company’s momentum and deliver sustainable value for all shareholders.”
The cooperation agreement includes customary standstill, voting, committee appointment rights, and related provisions and will be filed with the U.S. Securities and Exchange Commission on Form 8-K.
About Edward Robson
Mr. Robson is the Founder and Chief Investment Officer of 2717 Partners, an investment firm that applies a private equity value-creation approach in the public markets. He previously served as a Senior Investment Professional at Siris Capital Group and The Riverside Company, as well as Vice President of Long Arc Capital, and held earlier investment roles at Castle Harlan and Fulcrum Equity
Partners. Mr. Robson holds an MBA from Harvard Business School and an undergraduate degree from Emory University.
About Ryan Dubin
Mr. Dubin is a Director at Engine Capital, a value-oriented special situations fund that invests both actively and passively in companies . His responsibilities include sourcing and evaluating investment opportunities as well as monitoring portfolio risk and position sizing. Prior to joining Engine Capital, Mr. Dubin spent his career in investment banking where he focused on helping companies unlock value through M&A, Restructuring and Capital Market transactions across multiple industries at both Perella Weinberg Partners and Deutsche Bank. Mr. Dubin received a Bachelor of Science in Accounting from Penn State University.
Advisors
Jefferies LLC is serving as financial advisor to Weave Communications, and Orrick, Herrington & Sutcliffe LLP is serving as legal counsel. Olshan Frome Wolosky LLP is acting as legal counsel to Engine Capital and 2717.
About Weave
Weave is a leading AI-powered patient communications and engagement platform purpose-built for small and medium-sized healthcare practices. Operating at the center of patient interactions, Weave brings together AI agent and staff conversations across voice and text into unified, intelligent workflows that power the entire patient journey. Authorized integrations with practice management systems enable Weave to power critical practice operations, such as scheduling, verification of insurance eligibility, and collecting payments. By embedding AI directly into practice workflows, Weave reduces administrative burden and delivers real-time insights that help practices run smarter and grow with confidence. Serving nearly 40,000 customer locations, Weave was named a 2026 Best Software Awards winner for healthcare software products by G2. To learn more, visit investors.getweave.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements including, among others, the quotations of contained in this press release. These forward-looking statements involve risks and uncertainties. If any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include risks associated with: our ability to attract new customers, retain existing customers and increase our customers’ use of our platform; our ability to successful integrate our acquisition of TrueLark; our ability to manage our growth; the impact of unfavorable economic conditions and macroeconomic uncertainties on our company; our ability to maintain and enhance our brand and increase market awareness of our company, platform and products; customer adoption of our platform and products and enhancements thereto; customer acquisition costs and sales and marketing strategies; our ability to achieve profitability in any future period; competition; our ability to enhance our platform and products, including timely introducing our voice-enabled AI Receptionist across all vertical markets; interruptions in service; and the risks described in the filings we make from time to time with the Securities and Exchange Commission (“SEC”), including the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 5, 2026, which should be read in conjunction with our forward-looking statements and is available on the SEC Filings section of the Investor Relations page of our website at investors.getweave.com.
All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
