Weave Communications, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Business

Weave Communications, Inc., with its wholly-owned subsidiaries (collectively, “Weave” or the “Company”) is a vertical Software-as-a-Service (SaaS) company that provides a software and payments platform with integrated communications purpose-built for small and medium-sized healthcare practices to automate administrative workflows across the patient lifecycle. The platform centralizes essential communications by integrating with existing practice management systems. Our platform streamlines patient interactions including digital intake forms, appointment scheduling and reminders, insurance verification, and payment processing. The Company was incorporated in the state of Delaware in October 2015, and its corporate headquarters are located in Lehi, UT.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Weave Communications, Inc. and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 5, 2026.

The accompanying unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, statements of cash flows and accompanying notes are unaudited. These unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations are not necessarily indicative of the results to be expected for the full year or any other period.

Segments

The Company determines its operating and reportable segments based on how the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer (“CEO”), reviews and manages the operating results of the business to evaluate segment performance and allocate resources within the business. As described in Note 15, the Company operates asone operating and reportable segment.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amount of sales and expenses during the reporting period. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Significant estimates included in the Company’s unaudited condensed consolidated financial statements include the valuation allowance against deferred tax assets, allowance for credit losses, recoverability of long-lived assets, fair value of stock-based compensation, the amortization period of deferred contract costs, and the valuation and useful lives of acquired intangible assets.

Significant Accounting Policies

A summary of the Company’s significant accounting policies is discussed in Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 5, 2026. There have been no significant changes to these policies during the six months ended June 30, 2026.

Accounting Pronouncements Adopted

In July 2025, the FASB issued Accounting Standards Update (“ASU”) No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”), which amended the guidance in ASC 326 to simplify the estimation of credit losses on accounts receivable and contract assets from revenue transactions. The amended guidance allows companies to elect a practical expedient to assume that the conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating the expected credit losses of the asset. This update is effective for annual periods beginning after December 15, 2025 and interim periods within those annual periods. The Company adopted this standard prospectively and the adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

Accounting Pronouncements Pending Adoption

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the disclosure of specific categories in the rate reconciliation and greater disaggregation for income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2025 and should be adopted prospectively with the option to be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-09 on its related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement (Topic 220): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosures of certain amounts included in the expense captions presented on the statement of operations and comprehensive loss, as well as disclosures about selling expenses. ASU 2024-03 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impacts of adopting this guidance on its unaudited condensed consolidated financial statement disclosures and unaudited condensed consolidated statements of operations and comprehensive loss.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which updates the criteria for capitalization of internal-use software and the associated required disclosures. ASU 2025-06 will be effective for annual periods beginning after December 15, 2027, and should be adopted prospectively with the option to be adopted retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-06 on its related unaudited condensed consolidated financial statement disclosures, unaudited condensed consolidated statements of operations and comprehensive loss, and unaudited condensed consolidated balance sheets.

In December 2025, the FASB issued ASU No. 2025-11,“Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. ASU 2025-11 will be effective for interim reporting periods within annual reporting periods beginning after

December 15, 2027, and can be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its interim reporting.

As an “emerging growth company,” the Jumpstart Our Business Startups Act (the “JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s unaudited condensed consolidated financial statements may not be comparable to the unaudited condensed consolidated financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Beginning on December 31, 2026, the Company will no longer qualify for emerging growth company status; as such, future accounting pronouncements will be adopted in accordance with the adoption dates applicable to public companies.

3. Business Combinations

On May 16, 2025, Weave acquired all outstanding shares of Vidurama, Inc. (“TrueLark”), an AI-powered receptionist and front-desk automation platform provider for total consideration of $35.9 million. Total consideration includes $2.3 million which was held back for indemnification and working capital purposes; of this amount, $0.5 million cash was held back for a period of 90 days following the acquisition for working capital adjustments. The total obligation owed after the 90-day holdback period has been paid in accordance with the agreement. $1.6 million was to be held back for a 12-month indemnification period, comprised of $0.5 million of the Company’s common stock, or 49,967 shares, and $1.1 million cash (the “Indemnification Holdback”). The Indemnification Holdback remains classified as a current liability, pending final assessment in accordance with the agreement. The shares of common stock included in the Indemnification Holdback are considered outstanding for the purposes of calculating earnings per share (see Note 14) and the value of the shares is included in additional paid-in capital on the unaudited condensed consolidated balance sheets. The Company is entitled to retain $0.2 million of the remaining cash holdback for a period ofsix years in order to resolve all indemnification claims made during the allowable time period. The acquisition did not have a material effect on the Company’s revenue or earnings in the unaudited condensed consolidated statements of operations and comprehensive loss for the reporting periods presented, nor would the presentation of combined unaudited financial results on a pro-forma basis for the prior two years be material. The Company accounted for the acquisition as a business combination. The following table summarizes the amount of the aggregate purchase consideration and the allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

The allocation of the purchase price was as follows (in thousands):

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill for an amount of $29.5 million. The goodwill generated from the transaction is attributable to the expected synergies to be achieved upon consummation of the business combination and the assembled workforce value. No amount of goodwill is expected to be deductible for tax purposes. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions using the income approach. Customer relationships were valued under the multi-period excess earnings method, which assumes that the value of intangible assets is equal to the present value of the incremental after-tax cash flows attributable specifically to the intangible assets. Developed technology and trademarks and trade names were valued under the relief from royalty method, which assumes value to the extent that the acquired company is relieved of the obligation to pay royalties for the benefits received from them.

Developed technology represents the estimated fair value of the acquired existing technology and are amortized over an estimated useful life offive years. Amortization of developed technology is included in cost of goods sold in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Customer relationships represent the estimated fair value of the acquired customer bases and are amortized over an estimated useful life ofseven years. The trade names acquired are amortized over an estimated useful life ofseven years. Amortization of customer relationships and trade names is included in sales and marketing expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

Pursuant to the definitive agreement for the business combination, certain key TrueLark employees were granted performance-based restricted stock unit awards (“PRSUs”) that vest upon TrueLark’s achievement of certain revenue milestones in the first and second twelve-month periods following the acquisition, subject to the recipients’ continued employment with the Company through such dates. The recipients of these awards are eligible to receivetwo potential payouts of up to $5.0 million each, settled in up to 1,000,000 shares of the Company’s common stock, on each of the last days of the month following the first and second anniversaries of the merger. Because these payouts are dependent on continued employment with the Company in the post-acquisition period, the Company determined that the related cost must be recognized as an operating expense in the post-acquisition period, and no portion was accounted for as part of the purchase consideration. These awards are deemed to be liability-classified awards. As of December 31, 2025, the service based vesting requirements for both potential payouts associated with the PRSUs were not met and all previously recognized stock-based compensation expense of $2.7 million was reversed, along with the associated liability of the same amount within other long-term liabilities on the unaudited condensed consolidated balance sheets. No additional stock-based compensation expense associated with these awards has been recognized during the six months ended June 30, 2026.

4. Goodwill and Intangible Assets

Goodwill activity was as follows (in thousands):

Intangible Assets consisted of the following (in thousands):

Amortization expense for intangible assets was $0.3 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively, and $0.7 million and $0.2 million for the six months ended June 30, 2026 and 2025, respectively.

Based on the recorded intangible assets at June 30, 2026, estimated future amortization expense is expected to be as follows (in thousands):

5. Revenue

The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts With Customers for all periods presented.

Contract Balances

The Company recognized revenue that was included in the corresponding deferred revenue balance at the beginning of the period of $20.6 million and $20.8 million for the three months ended June 30, 2026 and 2025, respectively, and $30.0 million and $31.7 million for the six months ended June 30, 2026 and 2025, respectively.

Deferred Contract Costs

The Company capitalizes incremental costs of obtaining and fulfilling a contract. Amortization expense related to these costs was$4.3 million and$3.7 million for thethree months ended June 30, 2026 and 2025, respectively, and $8.4 million and$7.2 million for thesix months ended June 30, 2026 and 2025, respectively, and is reflected in the sales and marketing line item on the unaudited condensed consolidated statements of operations and comprehensive loss.

Concentration of Credit Risk, Significant Customers, and Provision for Credit Losses

There were no customers with revenue as a percentage of total revenue exceeding 10% for the six months ended June 30, 2026 and 2025. There were no customers with outstanding accounts receivable balances as a percentage of total accounts receivable greater than 10% as of June 30, 2026 and December 31, 2025.

The Company’s provision for credit losses was $0.6 million and $0.7 million as of June 30, 2026 and December 31, 2025, respectively.

Disaggregation of Revenues

Revenue has been disaggregated into recurring and non-recurring categories to identify revenue and costs of revenue that are one-time in nature from those that are term-based and renewable.

The table below outlines revenue for the Company’s recurring subscription (software and phone services) and payment processing services, as well as for its onboarding services, and phone hardware for the three and six months ended June 30, 2026 and 2025 (in thousands):

6. Fair Value Measurements

Financial instruments recorded at fair value in the unaudited condensed consolidated financial statements are categorized as follows:

•Level 1: Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

•Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Unobservable inputs reflecting management's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The following table summarizes the assets measured at fair value on a recurring basis by level within the fair value hierarchy as of June 30, 2026 and December 31, 2025 (in thousands):

The following tables summarize the Company's short-term investments on the unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 (in thousands):

The following tables summarize the Company’s cash and cash equivalents on the unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 (in thousands):

As of June 30, 2026, the weighted-average remaining contractual maturities of available-for-sale securities was approximately four months.

No available-for-sale securities held as of June 30, 2026 have been in a continuous unrealized loss position for more than twelve months. As of June 30, 2026, unrealized losses on available-for-sale securities are not attributed to credit risk and are considered temporary. The Company believes it is more likely than not that investments in an unrealized loss position will be held until maturity or the cost basis of the investment will be recovered. The Company believes it has no other-than-temporary impairments on its securities as it does not intend to sell these securities and does not believe it is more likely than not that it will be required to sell these securities before the recovery of their amortized cost basis. To date, the Company has not recorded any impairment charges on securities related to other-than-temporary declines in fair value. The Company’s cash equivalents and short-term investments are scheduled to mature within one year from the balance sheet date.

For the three and six months ended June 30, 2026 and 2025, both unrealized holding gains and losses were immaterial and the resulting net unrealized holding gains and losses have been included in accumulated other comprehensive loss on the unaudited condensed consolidated balance sheets.

As of June 30, 2026 and December 31, 2025, the Company hadno outstanding debt. The carrying amounts of certain financial instruments, including accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short-term maturities and are excluded from the fair value tables above.

Realized gains, consisting of discount accretion were $0.1 million and $0.3 million for the three months ended June 30, 2026 and 2025, respectively, and $0.3 million and $0.7 million for the six months ended June 30, 2026 and 2025, respectively.

7. Property and Equipment

Property and equipment consisted of the following for the periods presented (in thousands):

Depreciation and amortization expense on property and equipment was $1.3 million and $1.1 million for the three months ended June 30, 2026 and 2025, respectively, and $2.6 million and $2.1 million for the six months ended June 30, 2026 and 2025, respectively. Included in this total is $0.7 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively, and $1.5 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively, recorded in cost of revenue on the unaudited condensed consolidated statements of operations and comprehensive loss. The remaining amount of $0.6 million and $0.5 million for the three months ended June 30, 2026 and 2025, respectively, and $1.1 million and $1.0 million for the six months ended June 30, 2026 and 2025, respectively, was recorded in operating expenses on the unaudited condensed consolidated statements of operations and comprehensive loss.

8. Leases

The Company has lease arrangements, both as a lessor and a lessee, and makes assumptions and judgments when assessing contracts for lease components, determining lease classifications, and calculating right-of-use asset and lease liability values. These assumptions and judgments may include the useful lives and fair values of the leased assets, the implicit rate underlying the Company’s leases, the Company’s incremental borrowing rate, or the Company’s intent to exercise or not exercise options available in lease contracts.

Lease expense and other information for the periods presented consisted of the following (in thousands, except terms and rates):

Operating leases

The Company as the Lessee

The Company leases office space for its headquarters under a non-cancelable operating lease agreement which expires in January 2033. Though the Company will consider renewal options on its lease as it nears expiration, the Company has not recognized any renewal options as part of the current lease term as it is not reasonably certain that it will exercise its option as of June 30, 2026. The rate implicit in the Company’s operating lease is not readily determinable. Thus, the Company uses its incremental borrowing rate to discount lease payments to present value. The incremental borrowing rate is the rate incurred to borrow on a collateralized basis, and is based on the Company’s secured line of credit, which may be adjusted for the specific terms and collateral of the lease. The operating lease agreement does not contain any residual value guarantees or other restrictions or covenants that would cause the Company to incur additional significant financial obligations. The office space lease agreement contains non-lease components, which represent charges for common area maintenance, taxes and utilities. The Company has elected the practical expedient and does not separate lease components from non-lease components.

Total rent expense for office space leases was $1.3 million and $1.4 million for each of the three months ended June 30, 2026 and 2025, respectively, and$2.7 million and$2.8 million million for each of the six months ended June 30, 2026 and 2025, respectively, and is reported gross of sublease income received.

Future maturities of remaining lease payments included in the measurement of operating lease liabilities as of June 30, 2026 are as follows (in thousands):

The Company as the Lessor

The Company provides varying quantities of phone hardware to customers without adjustments to the base subscription price. The Company is deemed a lessor in these arrangements. In April 2023, the Company entered into a Sublease Agreement for one floor of its corporate headquarters in Lehi, Utah. This agreement was renewed in October 2025 with athree-year lease term which began in March 2026. Sublease income is included in other income, net on the unaudited condensed consolidated statements of operations and comprehensive loss.

The Company reported revenues associated with these leases for the periods presented as follows (in thousands):

Finance leases

The Company is the lessee in all of its finance lease arrangements. In June 2016, the Company began financing its purchases of phone hardware through lease agreements classified as finance leases. As of June 30, 2026, the Company had 91 executed and active lease agreements for phone hardware with maturity dates ranging from July 2026 to May 2029. As of June 30, 2026, the gross value of phone hardware acquired under these finance leases approximated $22.9 million. Amortization expense on finance-leased phone hardware as disclosed within the lease expense table above is included in depreciation expense within cost of revenue on the unaudited condensed consolidated statements of operations and comprehensive loss.

Future minimum lease payments for the Company’s finance leases as of June 30, 2026 were as follows (in thousands):

9. Income Taxes

The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recognized in the period. For the three and six months ended June 30, 2026, the Company recorded income tax expense of $0.1 million and $0.2 million respectively, compared to income tax benefits of $1.1 million and $1.0 million for the three and six months ended June 30, 2025, respectively. The Company’s effective tax rates were (3.2)% and (2.4)% for the three and six months ended June 30, 2026, respectively, compared to 11.3% and 5.6% for the corresponding periods in 2025.

The tax expense for the three and six months ended June 30, 2026, primarily reflects income taxes in foreign jurisdictions where the Company generates taxable income. The effective tax rate differs from the U.S. federal statutory income tax rate of 21.0% primarily due to the impact of the Company’s valuation allowance, state income taxes, and permanent differences.

The Company’s U.S. operations continue to generate losses and, as such, the Company maintains a valuation allowance against substantially all U.S. deferred tax assets. While the Company believes its current valuation allowance is appropriate, the Company assesses the need for an adjustment to the valuation allowance on a quarterly basis. The assessment is based on all available positive and negative evidence, including past results of operations, forecasted earnings, tax planning strategies, and all sources of future taxable income. The partial valuation allowance release recorded during 2025 related to deferred tax liabilities established in connection with the Vidurama acquisition remains unchanged, and no additional releases were recorded during the three and six months ended June 30, 2026.

The Company had no material uncertain tax positions and no significant changes to its unrecognized tax benefits during the three and six months ended June 30, 2026. No interest or penalties related to uncertain tax positions were accrued or recognized in income tax expense for the period.

10. Debt

In August 2021, the Company established a revolving line of credit with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), allowing for total borrowing capacity up to $50.0 million, subject to reduction should the Company fail to meet certain metrics for recurring revenue and customer retention (the “August 2021 Agreement”). In July 2025, the Company amended the SVB revolving line of credit (the “July 2025 Amendment”). The line of credit, as amended, maintained a total borrowing capacity up to $50.0 million and matures in May 2027. Amounts outstanding on the revolving line of credit accrue interest at the greater of prime rate less 0.25% and 3.50%. The Company is required to pay a recurring annual fee of $0.1 million beginning in July 2026, on the anniversary of the effective date of the July 2025 Amendment. The revolving line of credit is collateralized by substantially all of the Company’s assets. The July 2025 Amendment includes financial covenants requiring that, at any time, if the Company’s total unrestricted cash and cash equivalents held at SVB, plus the Company’s short-term investments managed by SVB is less than $100.0 million, the Company must at all times thereafter maintain a consolidated minimum liquidity of $20.0 million, meaning unencumbered cash and short-term investments plus available borrowing on the revolving line of credit, and the Company must meet specified minimum levels of EBITDA as adjusted for stock-based compensation expense, changes in its deferred revenue balances, capitalized software development expense and certain non-recurring transaction costs. The Company was in compliance with all debt covenants for the three and six months ended June 30, 2026 and the year ended December 31, 2025. As of June 30, 2026, the Company hadno outstanding borrowings under its revolving line of credit.

11. Stockholders’ Equity

Stock-Based Compensation Expense

Stock-based compensation expense, consisting of service-based expense related to the equity incentive plans, including expense from stock options and restricted stock units, and the employee stock purchase plan, was classified as follows in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss for each of the periods presented (in thousands):

Equity Incentive Plan

In November 2021, in connection with the Company’s initial public offering (“IPO”), the Company adopted the 2021 Equity Incentive Plan (the “2021 EIP”) under which the Company could issue stock options or restricted stock units (“RSUs”) as awards. In addition to shares remaining available for issuance under a prior plan and shares subject to awards under the prior plan that may return to the 2021 EIP, the Company reserved 9.0 million shares of common stock for future issuance under the 2021 EIP, with scheduled annual increases to the reserve for amounts to be determined by the board of directors of the Company (the “Board”), subject to a maximum amount. In the first fiscal quarters of 2026 and 2025, the Board reserved an additional 3.9 million and 3.7 million common shares, respectively, for future issuance under the 2021 EIP.

In March 2023, the Company adopted the 2022 Inducement Equity Incentive Plan (the “Inducement Plan”) and reserved an additional 7.0 million shares of common stock for future issuance.

Stock-based compensation expense related to the 2021 EIP and the Inducement Plan was $6.9 million and$9.1 million for the three months ended June 30, 2026 and 2025, respectively, and $13.8 million and $17.8 million for the six months ended June 30, 2026 and 2025.

Stock Options

The aggregate intrinsic value of stock options outstanding is outlined in the table below. The intrinsic value represents the excess of the estimated fair value of the Company’s common stock on the date of exercise over the exercise price of each stock option.

Stock option activity was as follows:

The aggregate intrinsic value of stock options exercised for the six months ended June 30, 2026 and 2025 was $1.4 million and $1.0 million, respectively. The aggregate intrinsic value represents the excess of the estimated fair value of the Company’s common stock on the date of exercise over the exercise price of each stock option. There wasno unrecognized stock-based compensation expense related to outstanding stock options as of June 30, 2026.

The Company didnot grant any stock options during the six months ended June 30, 2026 and 2025.

Restricted Stock Units

RSUs granted under the 2021 EIP and the Inducement Plan vest and settle upon the satisfaction of a service-based condition. In limited cases, certain of these RSUs are subject to additional performance-based conditions. The service-based condition for these awards is generally satisfied over three years. As of June 30, 2026, a total of 74,922 RSUs are outstanding that were issued to non-employee directors that have aone-year vesting schedule, with 100% vesting on the earlier ofone year from the grant date or the annual meeting of stockholders. A total of 181,251 RSUs are outstanding that were issued to non-employee directors that have athree-year vesting schedule, with 33% vestingone year from the grant date and the remaining 67% vesting annually over the remainingtwo years. The remaining RSUs that have been issued have athree-year vesting schedule with 33% vestingone year from grant date and the remaining 67% vesting quarterly over the remainingtwo years.

RSU activity was as follows:

The total fair value of RSUs that vested during the six months ended June 30, 2026 and 2025 was$15.3 million and$19.7 million, respectively.

As of June 30, 2026, there was $45.0 million of unrecognized stock-based compensation expense related to outstanding RSUs, which is expected to be recognized over a weighted-average period of 2.0 years.

In connection with the acquisition of TrueLark, the Company granted PRSUs to key TrueLark employees that were scheduled to vest based on the achievement of certain service- and revenue-based conditions. Refer to Note 3 above for further discussion.

Employee Stock Purchase Plan

In October 2021, the Company adopted the Employee Stock Purchase Plan (“ESPP”) in which eligible employees may contribute up to 50% of their base compensation to purchase shares of common stock at a price equal to 85% of the lower of (1) the fair market value of a share of the Company’s common stock at the beginning of the offering period and (2) the fair market value of a share of the Company’s common stock on the purchase date. No participant may purchase more than 2,500 shares during any offering period. The ESPP became effective in November 2021 in connection with the Company’s IPO. As of June 30, 2026 and December 31, 2025,4,817,587 and 4,034,053 shares were reserved for issuance, and 1,164,117 and 925,887 shares, respectively, of common stock had been issued under the ESPP. The number of shares available for issuance under the ESPP may be increased on the first day of each fiscal year by an amount to be determined by the board of directors. In the first fiscal quarter of 2026, the Board reserved an additional 783,534 common shares for issuance under the ESPP.

The 2021 ESPP provides forsix-month offering periods, which begin February 25 and August 25 of each year, and the last day of each offering period is the purchase date for that period.

During thethree months ended June 30, 2026 and 2025, the Company recognized $0.1 million and $0.2 million of stock-based compensation expense related to the ESPP, respectively. During the six months ended June 30, 2026 and 2025, the Company recognized $0.3 million and $0.4 million of stock-based compensation expense related to the ESPP, respectively. As of June 30, 2026 and December 31, 2025, $0.7 million and $1.0 million in ESPP employee payroll contributions are included within accrued liabilities and other on the unaudited condensed consolidated balance sheets, respectively. As of June 30, 2026, total unrecognized compensation expense related to the ESPP was $0.1 million, which will be amortized over the remaining offering period through August 24, 2026.

12. Related Party Transactions

Apart from payments pursuant to the Company’s non-employee director compensation program, there wereno related-party transactions during the three and six months ended June 30, 2026 and 2025.

13. Commitments and Contingencies

Legal Matters

As of June 30, 2026, and through the issuance date of these unaudited condensed consolidated financial statements, the Company is not involved in any legal proceedings that it believes could have a material adverse effect on its business, financial condition or results of operations.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claims brought by any third-party against such indemnified party with respect to licensed technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. No liability associated with such indemnifications has been recorded as of June 30, 2026.

14. Net Loss Per Share

The following tables present the calculation of basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 (in thousands, except share and per share amounts):

The following potentially outstanding common shares were excluded from the computation of diluted net loss per share attributable to common stockholders as of the end of the periods presented because their inclusion would have been antidilutive:

15. Segment Reporting

The Company hasone reportable segment: Weave platform. The Weave platform segment provides communications and payments services to customers under SaaS arrangements. The Company derives revenue exclusively in North America and manages the business activities on a consolidated basis. The technology used in the customer arrangements is based on a single software platform that is deployed to and implemented by customers in a similar manner.

The Company’s CEO, who is also the CODM, reviews operating results using consolidated net loss as the measure of segment profitability. The CODM considers budget-to-actual variances on a monthly basis for this profit measure when making decisions about allocating capital and personnel. Significant expense categories regularly provided to the CODM include the consolidated functional expense categories reported in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss, as well as those presented below. Asset information is not presented because it is not a significant measure utilized by the CODM, and its presentation would be duplicative of the unaudited condensed consolidated balance sheets.

The following table presents information about reported segment revenue, significant segment expenses, and segment net loss for the six months ended June 30, 2026 and 2025 (in thousands):

¹ Other segment items include interest income and expense, other income, income taxes, property tax, bad debt expense, business insurance, and travel-related expenses.