[8-K] Weave Communications, Inc. Reports Material Event

Rhea-AI Filing Summary

Weave Communications (NYSE:WEAV) filed an 8-K reporting the appointment of Adrian McDermott as a Class I director effective August 1 2025. Mr. McDermott will receive the company’s standard non-employee director compensation: a prorated $60,000 cash retainer and an initial $350,000 RSU grant under the 2021 Equity Incentive Plan, with eligibility for future annual equity awards. He will also sign the firm’s standard indemnification agreement.

The board states there are no related-party transactions under Item 404(a) and no special arrangements leading to the appointment. Aside from the related press release (Ex. 99.1) and XBRL cover page, no additional financial information or strategic changes were disclosed.

Positive

• Appointment of Adrian McDermott as Class I director effective August 1 2025 enhances board composition and adheres to standard governance practices

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Governance-neutral board refresh; no financial impact.

The filing reflects a routine expansion of board talent rather than a strategic pivot. Compensation aligns with existing policy, signalling consistent governance practices and no dilution beyond the planned $350 k RSU issuance. Absence of related-party dealings reduces conflict-of-interest risk. Investors should not expect immediate operational or financial effects; however, board diversity and expertise could aid long-term oversight. Overall impact is governance-related and modest.

0001609151FALSE00016091512025-06-222025-06-22

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): June 22, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2025, the Board of Directors (the “Board”) of Weave Communications, Inc. (the “Company”) appointed Adrian McDermott as a Class I member of the Board commencing on August 1, 2025.

In connection with his service as director, Mr. McDermott will receive the Company's standard non-employee director cash and equity compensation. Mr. McDermott will receive a pro rata portion of the $60,000 annual retainer for his service. Mr. McDermott is 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. Mr. McDermott will also enter into the Company's standard form of indemnification agreement.

There are no arrangements or understandings between Mr. McDermott and any other persons pursuant to which Mr. McDermott was appointed as a member of the Board and Mr. McDermott does not have any transactions reportable under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release Dated June 26, 2025

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.

WEAVE COMMUNICATIONS, INC.
Date:									July 31, 2025
By:									/s/ Brett White
Name:									Brett White
Title:									Chief Executive Officer

FAQ

Why did WEAV file an 8-K on June 26 2025?

To disclose the board’s appointment of Adrian McDermott as a Class I director effective August 1 2025.

When will Adrian McDermott officially join WEAV's board?

Mr. McDermott’s term begins on August 1 2025.

What compensation will the new WEAV director receive?

A prorated $60,000 cash retainer plus an initial $350,000 RSU grant under the 2021 Equity Incentive Plan.

Are there any related-party transactions involving Adrian McDermott?

No. The filing states there are no reportable transactions under Item 404(a) of Regulation S-K.

Will this board change affect WEAV’s financial statements?

The 8-K contains no new financial statements; the appointment is not expected to materially impact near-term financials.