Form 4: Agero Completes Acquisition of Urgent.ly Inc.

Urgent.ly Inc. has been acquired by Agero, Inc. for $5.50 per share, resulting in the full liquidation of director James M. Micali's holdings.

Summary

• Urgent.ly Inc. (ULYX) has completed its merger with Agero, Inc. and its subsidiary Medford Hawk, Inc.
• Director James M. Micali disposed of 7,229 shares of common stock on April 25, 2026, through a tender offer.
• On April 28, 2026, 1,226 restricted stock units (RSUs) held by Micali were accelerated, vested in full, and cancelled in exchange for cash.
• The acquisition price was $5.50 per share in cash, without interest and subject to withholding taxes.
• Following the effective time of the merger on April 28, 2026, the reporting person holds zero shares in the company.
• Administrative errors in previous reports were corrected, involving a net adjustment of 3 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for shareholders seeking liquidity, as it guarantees a cash payout and successfully closes a major corporate transaction.

Positives

• Shareholders received a definitive liquidity event at a fixed price of $5.50 per share.
• Immediate cash-out for equity holders including directors and management.
• Full acceleration of restricted stock units provided immediate value to holders upon the merger's effective time.

Negatives

• The company ceases to exist as an independent public entity, ending potential long-term growth for public shareholders.
• Previous administrative errors in reporting share ownership were disclosed, though they were relatively minor in scale.

Risks

• Former shareholders no longer have exposure to the roadside assistance market through this specific equity.
• The transition from a public to a private subsidiary under Agero, Inc. may involve integration risks for the underlying business operations.

Future Outlook

The company has merged with and into a subsidiary of Agero, Inc. and will no longer operate as a standalone publicly traded corporation. Future operations will be integrated into the Parent company's business structure.

Management Comments

• Each share of Issuer common stock was tendered in exchange for $5.50 in cash, without interest.
• Each RSU accelerated vesting in full and was cancelled in exchange for the right to receive an amount in cash equal to the Offer Price.

Industry Context

StockSavvy.ai notes that this acquisition represents significant consolidation in the tech-enabled roadside assistance industry, as legacy leader Agero absorbs a primary digital-first competitor to strengthen its market position.

Comparison to Industry Standards

• The $5.50 per share cash exit is a standard outcome for micro-cap tech companies undergoing strategic acquisitions by larger industry incumbents.
• The acceleration of RSUs upon a change of control is a typical governance practice in Silicon Valley-style tech firms to align management interests with merger completion.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders receive immediate cash liquidity of $5.50 per share.
• Directors and employees with RSUs receive accelerated cash payments.
• Customers and suppliers will now deal with the entity as part of the Agero, Inc. group.

Next Steps

• Final delisting of ULYX from public exchanges.
• Completion of any remaining administrative merger closing requirements.

Key Dates

Keywords

Urgent.ly Inc., ULYX, Agero Inc., Merger, Acquisition, Tender Offer, James M. Micali, Cash Merger, Restricted Stock Units, Roadside Assistance