weav-20260428

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ☐

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

WEAVE COMMUNICATIONS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)


Payment of Filing Fee (Check all boxes that apply):

þ			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 28, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders, or the Annual Meeting, of Weave Communications, Inc. on Wednesday, June 10, 2026 at 11:00 a.m. Eastern Time. In order to support attendance, participation, expanded access, improved communication and cost savings for our stockholders and our company, the Annual Meeting will be a completely virtual meeting, conducted only via live webcast on the internet. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: http://virtualshareholdermeeting.com/WEAV2026 at the meeting date and time described in the accompanying proxy statement. There is no physical location for the Annual Meeting. In addition, although the live webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be posted to the Investor Relations section of our website at https://investors.getweave.com/news-events/events-presentations.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, the proxy statement, our annual report and the proxy card, each of which is enclosed.

Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. You will receive a Notice of Internet Availability of Proxy Materials, or the Notice, which we expect to mail on or about April 30, 2026, unless you have previously requested to receive our proxy materials in paper form. Our board of directors has fixed the close of business on April 17, 2026 as the record date for the Annual Meeting, or the Record Date, and only stockholders of record as of the Record Date may vote at the Annual Meeting and any postponements or adjournments of the meeting. To ensure your representation at the Annual Meeting, please vote as soon as possible by using the internet or telephone, as instructed in the Notice. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. Returning the paper proxy card or voting electronically does NOT deprive you of your right to participate in the virtual meeting and to vote your shares on the matters acted upon at the meeting. Your vote is important. All stockholders are encouraged to virtually attend the Annual Meeting. Whether or not you expect to virtually attend and participate in the Annual Meeting, please vote as soon as possible by submitting your proxy electronically via the internet or by telephone by following the instructions in the Notice or if you asked to receive the proxy materials in paper form, please complete, sign and date the proxy card and return it in the postage paid envelope provided.

Sincerely,

Brett White
Chief Executive Officer


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 10, 2026: THE PROXY STATEMENT, PROXY CARD AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 ARE AVAILABLE FREE OF CHARGE AT WWW.INVESTORVOTE.COM.


Time and Date:	Wednesday, June 10, 2026 at 11:00 a.m. Eastern Time.

Place:	The Annual Meeting will be held on Wednesday, June 10, 2026 at 11:00 a.m. Eastern Time via live webcast on the internet at virtualshareholdermeeting.com/WEAV2026.

Items of Business:	1.	Elect the two Class II directors listed in the accompanying proxy statement, each to serve a three-year term expiring at the 2029 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

	2.	Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Weave Communications, Inc. for the fiscal year ending December 31, 2026.

	3.	Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date:	Only stockholders of record at the close of business on April 17, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Proxy Voting:	Each share of common stock that you own represents one vote.

	For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at https://investors.getweave.com/investor-resources/contact-ir or, if you are a registered holder, contact our transfer agent, Computershare Trust Company, N.A., through its website at www.computershare.com or by phone at (800) 736-3001.



Brett White Chief Executive Officer			Stuart C. Harvey Jr. Chairperson of the Board


GENERAL PROXY INFORMATION			1
Information About Solicitation and Voting			1
Internet Availability of Proxy Materials			1
Questions and Answers About the Meeting and Related Topics			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			12
Corporate Governance Guidelines			12
Board Leadership Structure			12
Our Board of Directors’ Role in Risk Oversight			12
Independence of Directors			13
Committees of Our Board of Directors			13
Presiding Director of Non-Employee Director Meetings			16
Compensation Committee Interlocks and Insider Participation			16
Board and Committee Meetings and Attendance			16
Board Attendance at Annual Meeting of Stockholders			16
Communication with Directors			17
Global Code of Conduct			17
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			18
Nomination to the Board of Directors			18
Director Qualifications			18
PROPOSAL ONE: ELECTION OF DIRECTORS			20
Nominees to Our Board of Directors			20
Director Compensation			24
Non-Employee Director Compensation Arrangements			25
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			28
Independent Registered Public Accounting Firm Fees and Services			28
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			30
EXECUTIVE OFFICERS			34
EXECUTIVE COMPENSATION			36
Summary Compensation Table			36
Bonus Plans			37
Executive Employment Arrangements			37
Potential Payments Upon Termination or Change in Control			38
Insider Trading Policy - No Hedging or Pledging			39
Equity Award Timing Policies and Practices			39


Outstanding Equity Awards at Fiscal Year‑End Table			41
Equity Compensation Plan Information			43
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			45
Indemnification Agreements			45
Review, Approval or Ratification of Transactions with Related Parties			45
DELINQUENT SECTION 16(A) REPORTS			46
REPORT OF THE AUDIT COMMITTEE			47
ABOUT THIS PROXY STATEMENT			48
ADDITIONAL INFORMATION			48
OTHER MATTERS			48


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2) (3)	Option Awards ($)	Total ($)
Stuart C. Harvey Jr.	111,800	175,176	—	286,976
Adrian McDermott	25,000	298,792	—	323,792
Blake G Modersitzki	75,000	175,176	—	250,176
Tyler Newton(4)	85,000	175,176	—	260,176
George P. Scanlon	80,000	175,176	—	255,176
David Silverman(4)	74,000	175,176	—	249,176
Debora Tomlin	67,000	175,176	—	242,176


Name	Shares Subject to Outstanding Stock Options	Unvested Restricted Stock Units
Stuart C. Harvey Jr.	106,666	18,078
Adrian McDermott	—	43,747
Blake G Modersitzki	—	18,078
Tyler Newton	—	18,078
George P. Scanlon	—	18,078
David Silverman	—	18,078
Debora Tomlin	106,666	18,078


	Year Ended December 31,
	2025		2024
Audit Fees(1)	$	1,573,767	$	1,290,148
Audit-Related Fees(2)	—		70,000
Tax Fees(3)	—		15,000
All Other Fees(4)	2,000		2,000
Total Fees	$	1,575,767	$	1,377,148


Name of Beneficial Owner	Common Stock	% of Total Voting Power
5% Stockholders

Entities affiliated with Newtyn Management, LLC(1)	6,305,134	7.9	%
Entities affiliated with Crosslink Capital(2)	4,384,404	5.5	%
BlackRock, Inc.(3)	4,197,187	5.3	%

Directors and Officers
Jason Christiansen(4)	212,780	*
Ryan Dubin	—	*
Stuart C. Harvey Jr.(5)	201,501	*
Adrian McDermott	—	*
David McNeil(6)	161,054	*
Blake G Modersitzki(7)	3,627,884	4.6	%
Tyler Newton(8)	370,242	*
Edward Robson(9)	2,101,000	2.6	%
George P. Scanlon(10)	121,179	*
David Silverman(2)	4,402,482	5.5	%
Debora Tomlin(11)	198,841	*
Brett White(12)	1,552,960	1.9	%

All executive officers and directors as a group (14 persons)(13)	13,159,511	16.4	%


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)	Non-equity incentive plan compensation(4)	All Other Compensation ($)(5)	Total ($)
Brett White Chief Executive Officer	2025	520,270	—	4,203,500	—	483,000	14,032	5,220,802
	2024	498,119	—	4,662,766	—	490,820	13,852	5,665,557

Jason Christiansen Chief Financial Officer	2025	368,514	—	3,684,600	—	184,000	14,210	4,251,324

David McNeil(1) Chief Revenue Officer	2025	404,641	—	2,548,250	—	339,066	14,033	3,305,990
	2024	354,559	100,000	4,410,000	—	190,805	14,450	5,069,814


Name	Target Bonus	Bonus Payout
Brett White	$525,000	$483,000
Jason Christiansen	$200,000	$184,000
David McNeil	$368,550	$339,066


		Option Awards(1)				Stock Awards(1)
		Number of Securities Underlying Unexercised Options				Equity Incentive Plan Awards
Name	Grant Date	Exercisable	Unexercisable	Exercise Price(2)	Expiration Date	Number of unearned shares, units or other rights that have not vested	Market or payout value of unearned shares, units or other rights that have not vested(3)
Brett White	7/14/2020(4)	106,666	—	$4.324	7/13/2030	—	—
	4/1/2023(5)	—	—	—	—	63,496	$481,935
	3/15/2024(6)	—	—	—	—	172,551	$1,309,662
	3/24/2025(7)					350,000	$2,656,500

Jason Christiansen	7/1/2021(8)	109,481	—	$7.00	6/30/2031	—	—
	4/1/2023(5)	—	—	—	—	5,159	$39,157
	3/15/2024(6)					20,835	$158,138
	3/13/2025(9)	—	—	—	—	240,000	$1,821,600
	12/16/2025(10)	—	—	—	—	150,000	$1,138,500

David McNeil	3/15/2024(6)	—	—	—	—	145,841	$1,106,933
	3/24/2025(7)					125,000	$948,750
	12/16/2025(10)					150,000	$1,138,500


	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise or settlement of outstanding options, warrants and rights	Weighted‑average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by security holders (1)	6,867,421	$4.10(2)	17,075,525(3)
Equity compensation plans not approved by security holders(4)	459,025	—	6,046,252
Total	7,326,446	$4.10	23,121,777

SEC Form DEF 14A filed by Weave Communications Inc.