DEF 14A of Weave Communications, Inc.
Filed Apr 28, 2026 · FY20250001609151-26-000041
Page
| 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 |
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS Our board of directors currently consists of ten directors and is divided into three classes, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. Directors in Class II, other than Blake G. Modersitzki, have been nominated and will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class I expire at our annual meetings of stockholders to be held in 2027 and 2028, respectively. Our board of directors proposes that each of the two Class II nominees named below, each of whom is currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at our 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. Blake G. Modersitzki, a member of our Board of Directors since October 2015, is not standing for re-election at the Annual Meeting. Our board of directors thanks Mr. Modersitzki for his leadership and years of service to Weave Communications. Mr. Modersitzki intends to serve on our board of directors through the date of the Annual Meeting. Shares represented by proxies will be voted “FOR” the election of each of the two nominees named below unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than the two directors. Stockholders may not cumulate votes for the election of directors.
Nominees to Our Board of Directors
Nominees to Our Board of Directors The nominees and their ages, occupations and lengths of service on our board of directors as of April 17, 2026 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Nominees to Our Board of Directors
| Name | Age | Position | Director Since | | Class II Directors: | | | | | George Scanlon(1) | 68 | Director | May 2022 | | Debora Tomlin(2) | 57 | Director | December 2020 |
Nominees to Our Board of Directors
_______________________ (1) Member of our audit committee (2) Member of our compensation committee George P. Scanlon has served as a member of our board of directors since May 2022. Mr. Scanlon is currently a private investor. From 2010 to 2013, Mr. Scanlon was the Chief Executive Officer of Fidelity National Financial, Inc. (“FNF”), after serving as its Chief Operating Officer earlier in 2010. Mr. Scanlon also served as the Executive Vice President - Finance of Fidelity National Information Services from 2009 to 2010 and the Chief Financial Officer of Fidelity National Information Services from 2008 to 2009. Prior to working at FNF, Mr. Scanlon served as the Chief Financial Officer at several companies in various industries, including real estate, technology and data services. Mr. Scanlon currently serves on the board of directors of Landstar System, Inc. since May 2017, and on the board of directors of Cyndx Holdco, Inc., a private company. Mr. Scanlon previously served on the boards of directors of WageWorks, Inc. from October 2018 to August 2019 and Remy International, Inc. from October 2012 to November 2015. Mr. Scanlon holds a B.B.A. degree in Accounting from University of Notre Dame and an M.B.A. from University of Miami – Herbert Business School. We believe that Mr. Scanlon’s financial background and public company experience qualifies him to serve as a director. Debora Tomlin has served as a member of our board of directors since December 2020. Since March 2016, Ms. Tomlin has served on the board of directors for LiveRamp Holdings, Inc. (f/k/a Acxiom Corporation). Ms. Tomlin has served as an Advisor to Blumberg Capital since October 2021. Ms. Tomlin served as the Chief Marketing Officer and Head of Global Communications for Gen Digital Inc. (f/k/a NortonLifeLock, Inc.) from February 2019 to September 2020. Prior to that, Ms. Tomlin served as the Chief Marketing & Distribution Officer for CSAA Insurance Group from August 2012 to February 2019. Ms. Tomlin holds a B.A. degree in English from Siena College and a master’s degree in Political Science from North Carolina State University. We believe that Ms. Tomlin’s technology marketing background and public company experience qualifies her to serve as a director.
Continuing Directors
Continuing Directors The directors who are serving for terms that end following the Annual Meeting and their ages, occupations and lengths of service on our board of directors as of April 17, 2026 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Continuing Directors
| Name | Age | Position | Director Since | | Class III Directors: | | | | | Ryan Dubin(2) | 36 | Director | March 2026 | | Stuart C. Harvey Jr.*(3) | 64 | Director | July 2020 | | Edward Robson(3) | 37 | Director | March 2026 | | Brett T. White | 63 | Director | July 2020 | | Class I Directors: | | | | | Adrian McDermott(3) | 57 | Director | June 2025 | | Tyler Newton(1)(2) | 53 | Director | August 2017 | | David Silverman(2)(3) | 54 | Director | October 2015 |
Continuing Directors
(1) Member of our compensation committee (2) Member of our audit committee (3) Member of our nominating and governance committee * Chairperson of our board of directors Ryan Dubin has served as a member of our board of directors since March 2026. Since 2020, Mr. Dubin has served as a Director at Engine Capital, a value oriented special situations fund. Prior to joining Engine Capital, Mr. Dubin worked in investment banking at Perella Weinberg Partners from 2014 to 2019 and Deutsche Bank from 2013 to 2014, focusing on mergers and acquisitions, restructuring, and capital markets across multiple industries. Mr. Dubin received a Bachelor of Science in Accounting from Penn State University. We believe that Mr. Dubin’s investment experience, and expertise in corporate strategy and capital allocation qualifies him to serve as a director. Stuart C. Harvey Jr. has served as a member of our board of directors since July 2020 and as the Chairperson of our board of directors since September 2021. Mr. Harvey currently serves as a senior advisor to Blackstone. Mr. Harvey also serves on the boards of several private companies including Electronic Merchant Services, LevelBlue, IPC Systems, and Moneycorp. Mr. Harvey previously served as a member of the board of directors of several companies, including Perception Capital Corp. III (f/k/a Portage FinTech Acquisition Corporation) from March 2021 to July 2023, Trustwave Holdings, Inc. from September 2009 to June 2023 and as chairman from June 2019 to June 2023, chairman of the board of directors for Paysafe Group from April 2018 to April 2021, and as executive chairman of the board of directors for WageWorks from September 2018 to August 2019. Prior to that, Mr. Harvey served as a managing director of Piper Sandler from November 2015 to December 2017 and was president and chief operating officer from November 2016 to December 2017. Mr. Harvey holds a B.A. degree from Saint John’s University, a J.D. from The George Washington University Law School and an M.B.A. from Northwestern University – Kellogg School of Management. We believe that Mr. Harvey’s senior leadership experience and significant expertise in corporate operations and finance qualifies him to serve as a director. Edward Robson has served as a member of our board of directors since March 2026. Mr. Robson founded and has served as Chief Investment Officer of 2717 Partners since August 2023. He previously held senior investment professional roles at Siris Capital Group, a private equity firm, from 2022 to 2023, and The Riverside Company, a private equity partner for technology and healthcare companies, from 2021 to 2022. Prior to that, Mr. Robson served as Vice President of Long Arc Capital, a private equity firm, from 2019 to 2021, and held earlier investment roles at Castle Harlan, Guggenheim Securities, Morgan Joseph TriArtisan Group, and Fulcrum Equity Partners. Mr. Robson served as a member of the board of directors of Equiniti Trust Company from 2022 to 2023, and as a member of the board of directors of Lenvi Servicing Limited from 2022 to 2023. Mr. Robson holds an M.B.A. from Harvard Business School and a Bachelor of Business Administration degree from Emory University. We believe that Mr. Robson’s experience in capital markets and serving on the board of several technology companies qualifies him to serve as a director. Brett White has served as our Chief Executive Officer since August 2022 and as a member of our board of directors since July 2020. Prior to serving as our Chief Executive Officer, Mr. White served as our President and Chief Operating Officer from April 2022 to August 2022. Prior to that, Mr. White served as the Chief Financial Officer for Mindbody, Inc. from July 2013 to December 2021 and as its Chief Operating Officer from 2016 to 2020. Mr. White also serves as a member of the board of directors of Inspired Flight Technologies Inc., a private company, since January 2022 and as a member of the Dean’s Advisory Council and has served as an Entrepreneur in Residence for the Orfalea College of Business, California Polytechnic State University since April 2018. Mr. White holds a B.A. degree in Business Economics with honors and an Accounting emphasis from the University of California, Santa Barbara. We believe that Mr. White’s financial background and public company experience qualifies him to serve as a director. Adrian McDermott has served on our board of directors since June 2025. He has been the Chief Technology Officer of Zendesk since April 2021, where he previously held technical leadership roles since joining in August 2010. Mr. McDermott served as the Chief Technology Officer and Vice President of Engineering at Attributor from July 2007 to July 2010, and Vice President of Engineering at BEA Systems, which he joined through the acquisition of Plumtree Software. He has also served as an Advisory Board Member of Be My Eyes since July 2015, and was a board member of Mandiant/Fireeye (NASDAQ: MNDT) from 2019 through its acquisition by Google in 2022. Mr. McDermott holds a B.S. degree in Computer Science from De Montfort University. We believe that Mr. McDermott’s education in computer science and extensive executive leadership experience owning product and technology strategy and operations for global technology companies qualifies him to serve as a director. Tyler Newton has served as a member of our board of directors since August 2017. Mr. Newton is a Managing Partner of Catalyst Investors, a growth equity investment firm he joined in April 2000. Mr. Newton has also served on the boards of directors of a number of privately held companies and previously served on the board of directors for Mindbody, Inc. until June 2016. Mr. Newton holds a B.A. degree in Economics from Middlebury College and is a CFA Charter holder. We believe that Mr. Newton’s growth investing experience as a director of numerous technology companies qualifies him to serve as a director. David Silverman has served as a member of our board of directors since October 2015. Mr. Silverman has served as a managing partner at Crosslink Capital, a venture capital firm since July 2011. Prior to joining Crosslink Capital, Mr. Silverman was a managing director at Piper Jaffray from July 2009 to July 2011 and a partner at 3i Ventures from June 2000 to July 2008. Mr. Silverman holds a B.A. degree from Dartmouth College and a J.D. degree from Stanford University. We believe that Mr. Silverman’s experience as a venture capital investor with a focus on financial technologies, and his overall management experience, qualifies him to serve as a director. There are no family relationships among our directors and executive officers.
Director Compensation
Director Compensation
Director Compensation Table
Director Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each person who served as a non‑employee member of our board of directors during the fiscal year ended December 31, 2025. Mr. White is not included in the table below, as he served as an executive officer of Weave Communications and did not receive compensation for his service as director while serving in his executive officer roles. The compensation received by Mr. White for his service as an executive officer or director is shown in “Executive Compensation — Summary Compensation Table” below.
Director Compensation Table
| 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 |
Director Compensation Table
(1) Our non-employee directors are entitled to receive annual fees payable quarterly in arrears for service on our board of directors and committees thereof pursuant to our non-employee director compensation policy, as described further below under “—Non-Employee Director Compensation Arrangements.” (2) The amounts reported in this column reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for awards of restricted stock units (“RSUs”) granted during the fiscal year. See Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for further information about the assumptions underlying the calculations. The amount reported reflects the accounting value for the RSU awards and does not correspond to the actual economic value that may be received by the non-employee directors from the RSU awards. Pursuant to our non-employee director compensation policy, each non-employee director may elect to defer distribution of his or her RSUs until he or she leaves the board of directors. Each of Mr. Harvey and Ms. Tomlin elected to defer 100% of their 2025 RSU awards. For information regarding the number of unvested RSU awards held by each non-employee director as of December 31, 2025, see the column “Unvested Restricted Stock Units” in the table directly below. (3) Our non‑employee directors held the following number of stock options and RSUs (or deferred RSUs in the case of Mr. Harvey and Ms. Tomlin) as of December 31, 2025:
Director Compensation Table
| 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 |
Director Compensation Table
(4) In 2025, Messrs. Newton and Silverman did not directly receive any compensation for their services as directors of the Company. Mr. Newton serves as a partner to Catalyst Investors, and Mr. Silverman is a control person of Crosslink LLC. RSUs with an aggregate grant date fair value of 175,176 per director were granted to Messrs. Newton and Silverman. Pursuant to agreements between each director and their affiliated fund, all compensation and equity awards that Messrs. Newton and Silverman received in 2025 were payable and transferred to Catalyst Investors and Crosslink LLC, respectively.
Non-Employee Director Compensation Arrangements
Non-Employee Director Compensation Arrangements Our non-employee director compensation policy is designed to obtain and retain the services of qualified persons to serve as members of our board of directors. During 2025, our non-employee directors were entitled to receive the following cash compensation. We pay the annual retainer fee and any additional annual fees to each director in arrears in equal quarterly installments and pro-rated for partial quarters of service: Annual Cash Retainer •Non-employee member of board of directors: $60,000. •Non-employee Chairperson: $43,800 (in addition to non-employee member retainer above). •Non-Employee Lead Independent Director: $15,000 (in addition to non-employee member retainer above) Annual Committee Cash Retainer: •Audit Committee: $20,000 for Chair and $10,000 for other members. •Compensation Committee: $15,000 for Chair and $7,000 for other members. •Nominating and Governance Committee: $8,000 for Chair and $4,000 for other members. Equity Grants The policy also provides for grants of stock options or RSUs (in the discretion of our board of directors) to purchase or acquire shares of our common stock under the 2021 Equity Incentive Plan, or 2021 Plan, to the non-employee directors upon their initial election or appointment to our board of directors and annually during their continued service thereafter. Any stock options granted will have an exercise price equal to 100% of the fair market value of our common stock on the date of grant. Pursuant to the policy, non-employee directors are automatically granted restricted stock units in connection with their initial election or appointment to our board of directors and, subject to meeting certain service requirements, at each annual meeting thereafter, provided they are continuing to serve on our board of directors. The amount of each grant is determined by using a pre-established grant date value for the initial or annual grant, as the case may be, divided by the volume weighted average price over the thirty trading days prior to and including the grant date. Each non-employee director who is elected or appointed for the first time to our board of directors is granted an equity award with a grant date value of $350,000. The initial grant vests in three annual installments on the first, second and third anniversary of the grant date, subject to the director’s continued service through such vesting dates. In addition, on the date of each annual meeting of our stockholders, we grant each continuing non-employee director who has served on our board of directors for at least 6 months prior to the annual meeting an equity award with a grant date value of $183,000. The annual equity award vests in full on the earlier of the one-year anniversary of the date of grant and the date of the next annual meeting of our stockholders, subject to the director’s continued service through such vesting date. Non-employee directors may elect to receive all or a portion of their initial and annual grants in the form of deferred stock units that are vested and settled in shares after they leave our board of directors. All equity awards to our non-employee directors will vest in full immediately prior to any change in control of our company. Expense Reimbursement Our non-employee director compensation policy also provides that we reimburse our non-employee directors for reasonable expenses incurred in connection with the performance of their duties, in accordance with our travel and expense policy as in effect from time to time. The non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES FOR THE ELECTION OF THE TWO CLASS II DIRECTORS SET FORTH IN THIS PROPOSAL ONE.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our named executive officers during 2024 and 2025:
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | 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 |
Summary Compensation Table
_______________________ (1) Mr. McNeil was hired as our Chief Revenue Officer in February 2024. The amount listed above for Mr. McNeil’s 2024 salary represents the prorated portion of the salary to which he was entitled to based on the duration of his employment in 2024. (2) Pursuant to his employment agreement with us, in 2024, Mr. McNeil was paid a $100,000 sign-on bonus as an inducement to join our company. (3) The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for RSU awards granted during 2024 and 2025, as discussed in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant. The amount reported reflects the accounting value for the RSU awards and does not correspond to the actual economic value that may be received by the named executive officers from the RSU awards. (4) The amounts reported in this column represent the cash incentive awards earned under the Senior Management Plan (as defined below), as applicable, based on individual performance and the achievement of 2025 company milestones relating to revenue and non-GAAP operating income, as described further under “Senior Management Annual Bonus Plan” below. The amount of Mr. McNeil’s bonus in 2024 was reduced by the amount of his sign-on bonus (see footnote 2 above) pursuant to his employment agreement with us. (5) For 2025, the amounts in this column represent 401(k) plan matching contributions from us.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Brett White Under our amended and restated employment agreement with Brett White, if his employment is terminated by us without cause or by Mr. White for good reason outside of the period beginning three months prior to and ending 12 months following a change in control (as such terms are defined in his employment agreement) and Mr. White executes a release of claims, Mr. White will be entitled to: •the aggregate amount of his annual base salary, payable over a 12 month period from the date of termination; and •reimbursement for COBRA premiums in an amount equal to his (and his eligible dependents’) monthly health premiums, at the coverage level in effect immediately prior to his termination, until the earlier of (a) 12 months following the date of termination and (b) the date that Mr. White (and his eligible dependents) become covered under similar plans. In addition, Mr. White’s amended and restated employment agreement provides that if his employment is terminated by us without cause or by him for good reason in the period beginning three months prior to and ending 12 months following a change in control (as such terms are defined in his employment agreement) and Mr. White executes a release of claims, he will be entitled to receive: •a lump sum payment in the aggregate amount of 18 months of base salary; •a lump sum cash payment equal to his prorated annual bonus for the calendar year of termination based on performance at 100% of target; •reimbursement for COBRA premiums in an amount equal to his (and his eligible dependents’) monthly health premiums, at the coverage level in effect immediately prior to termination, until the earlier of (a) 18 months following the date of termination and (b) the date that Mr. White (and his eligible dependents) become covered under similar plans; and •his outstanding unvested equity awards that are subject to time vesting will vest in full and any unvested and outstanding performance-based awards shall be subject to the terms and conditions of the Equity Plan and the award agreement between Mr. White and the Company pursuant to which each such award was granted. Jason Christiansen and David McNeil Under our employment agreements with Jason Christiansen and David McNeil, if the respective named executive officer’s employment is terminated by us without cause or by such executive officer for good reason outside of the period beginning three months prior to and ending 12 months following a change in control (as such terms are defined in their respective employment agreements) and the named executive officer executes a release of claims, then he will be entitled to: •payment of his annual base salary for 6 months, payable in equal monthly installments from the date of termination; and •reimbursement for COBRA premiums in an amount equal to the named executive officer’s (and her or his eligible dependents’) monthly health premiums, at the coverage level in effect immediately prior to termination, until the earlier of (a) 6 months following the date of termination and (b) the date that the named executive officer (and her or his eligible dependents) become covered under similar plans. The employment agreements also provide that if the respective named executive officer’s employment is terminated by us without cause or by him for good reason in the period beginning three months prior to and ending 12 months following a change in control (as such terms are defined in their respective employment agreements) and the named executive officer executes a release of claims, then he will be entitled to receive: •a lump sum payment in the aggregate amount of 12 months of base salary; •a lump sum cash payment equal to the named executive officer’s prorated annual bonus for the calendar year of termination based on performance at 100% of target; •reimbursement for COBRA premiums in an amount equal to the named executive officer’s (and the named executive officer’s eligible dependents’) monthly health premiums, at the coverage level in effect immediately prior to termination, until the earlier of (a) 12 months following the date of termination and (b) the date that the named executive officer (and the named executive officer’s eligible dependents) become covered under similar plans; and •any outstanding unvested equity awards of the named executive officer that are subject to time vesting will vest in full.
Outstanding Equity Awards at Fiscal Year‑End Table
Outstanding Equity Awards at Fiscal Year‑End Table The following table provides information regarding the outstanding stock option and RSU awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year‑End Table
| | | 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 |
Outstanding Equity Awards at Fiscal Year‑End Table
_______________________ (1) The equity awards in this table are subject to acceleration of vesting upon the circumstances described in “—Potential Payments upon Termination or Change in Control” above. (2) The per share exercise price for stock options granted prior to our November 2021 initial public offering was, pursuant to the terms of the 2015 Plan, equal to the fair market value of a share of our common stock on the date of grant as determined by our board of directors in accordance with Section 409A of the Internal Revenue Code of 1986, as amended. (3) The market value of unvested RSUs is calculated by multiplying the number of RSUs by $7.59, the closing per share market price of our common stock on December 31, 2025, the last trading day in 2025. (4) Represents stock options granted under the 2015 Plan that vested as to 25% of the total number of shares on July 15, 2021, and vests as to 1/48th of the total number of shares each month thereafter over the following three years. (5) Represents an award of RSUs granted under the 2021 Plan, which vests as to 33% of the total number of shares on March 15, 2024 and vests as to the remaining shares in equal quarterly installments over the following two years. (6) Represents an award of RSUs granted under the 2021 Plan, which vests as to 33% of the total number of shares on March 15, 2025 and vests as to the remaining shares in equal quarterly installments over the following two years. (7) Represents an award of RSUs granted under the 2021 Plan, which vests as to 33% of the total number of shares on March 15, 2026 and vests as to the remaining shares in equal quarterly installments over the following two years. (8) Represents stock options granted under the 2015 Plan that vested as to 25% of the total number of shares on July 1, 2022, and vests as to 1/48th of the total number of shares each month thereafter over the following three years. (9) Represents an award of RSUs granted under the 2021 Plan, which vests as to 33% of the total number of shares on April 15, 2026 and vests as to the remaining shares in equal quarterly installments over the following two years. (10) Represents an award of RSUs granted under the 2021 Plan, which vests as to 33% of the total number of shares on December 1, 2026 and vests as to the remaining shares in equal quarterly installments over the following two years. .