8-K - Weave Communications, Inc. | StockGist

AI Analysis

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Weave Communications entered into a Cooperation Agreement with Engine Capital and 2717 Partners, appointing two new directors and forming a Finance Committee to enhance shareholder value.

Key Takeaways

1Weave Communications appointed H. Edward Robson II and Ryan Dubin to the Board as Class III directors, effective March 28, 2026.

2The Board agreed to increase its size to ten directors and form a Finance Committee to drive long-term shareholder value.

3The Company committed to searching for an independent director with software operating experience to be appointed within six months.

4Engine Capital and 2717 Partners agreed to customary standstill restrictions and voting commitments until the Termination Date.

5The Company agreed not to nominate certain Long-Term Directors for re-election at the 2026 and 2028 annual meetings.

Current Report Details

Event Type

Management Change+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. On M arch 28, 2026, Weave Communications, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperat

Material Agreement

Source Document

5.02

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

Management Change

$350.0K

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

Regulation Fd

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No.: 10.1 | Description: Cooperation Agreement, dated March 28, 2026 , among the registrant and the oth

Exhibits Only

Source Document

Executive & Director Changes

H. Edward Robson II

Director

Appointed

Effective: 2026-03-28

Pursuant to Cooperation Agreement

Ryan Dubin

Director

Appointed

Effective: 2026-03-28

Pursuant to Cooperation Agreement

Transaction Details

Material Agreement

Agreement: Cooperation Agreement
Parties: Weave Communications, Inc., Engine Capital L.P., 2717 Partners LP

•Board size increased to ten directors.
•Appointed H. Edward Robson II and Ryan Dubin as Class III directors with terms expiring at the 2027 Annual Meeting.
•Company to commence search for an independent director with executive-level software operating experience to be appointed within six months.
•Formation of a Finance Committee composed of David Silverman (Chair), Tyler Newton, H. Edward Robson II, and Ryan Dubin.
•Standstill restrictions and voting commitments apply until the Termination Date.
•Board size capped at ten members without written consent of Engine Capital and 2717 Partners until the Termination Date.
•Company agreed not to nominate one Long-Term Director for re-election at the 2026 Annual Meeting and two Long-Term Directors at the 2028 Annual Meeting.

Exhibits (3)

10.1

EX-10.1

8-K

99.1

EX-99.1