Form 4: Urgent.ly CEO Exits Position as Agero Merger Closes

Urgent.ly Inc. CEO Matthew Booth has disposed of all equity holdings following the completion of the company's merger with Agero, Inc. at $5.50 per share.

Summary

• Urgent.ly Inc. has been acquired by Agero, Inc. through its subsidiary Medford Hawk, Inc.
• The merger became effective on April 28, 2026, following a successful tender offer.
• CEO Matthew Booth disposed of 6,759 shares of common stock on April 25, 2026, at the offer price.
• Booth's remaining 68,124 Restricted Stock Units (RSUs) were fully accelerated and cancelled on April 28, 2026.
• All equity interests were converted into the right to receive $5.50 per share in cash.
• The reporting person now holds zero securities in the company and is no longer subject to Section 16 reporting obligations.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for the reporting person and shareholders who achieved a cash exit, though it marks the end of the company's independent growth trajectory.

Positives

• Shareholders received a definitive liquidity event at a cash price of $5.50 per share.
• Management equity was fully accelerated, providing immediate cash value to the CEO upon the change of control.
• The merger successfully closed according to the terms of the March 2026 agreement.

Negatives

• The company will cease to exist as an independent public entity.
• An administrative error was identified where 546 shares were inadvertently over-reported in previous filings.

Risks

• The cessation of public reporting for key executives may limit future transparency for any remaining legacy stakeholders.
• Cash proceeds are subject to applicable withholding taxes, which may impact the final net payout to equity holders.

Future Outlook

The company has merged with and into a subsidiary of Agero, Inc., effectively ending its status as a standalone publicly traded corporation. Future operations will be integrated into the Parent company's structure.

Management Comments

• Matthew Booth confirmed the disposal of all beneficial ownership in connection with the merger effective April 28, 2026.

Industry Context

StockSavvy.ai notes that this merger represents significant consolidation in the tech-enabled roadside assistance market, as Agero moves to absorb Urgent.ly's platform and market share to strengthen its competitive position against traditional providers.

Comparison to Industry Standards

• The $5.50 per share cash exit provides a clear valuation benchmark for mobility-as-a-service (MaaS) technology firms.
• The full acceleration of RSUs upon a change of control is a standard executive compensation practice in high-growth technology sectors during M&A events.

Management Changes

Corporate Governance

Legal Proceedings

• The disposal of securities was conducted pursuant to the Agreement and Plan of Merger dated March 13, 2026.

Stakeholder Impact

• Shareholders: Received $5.50 per share in cash for their holdings.
• Management: Realized immediate liquidity through the acceleration of all outstanding RSUs.
• Customers/Suppliers: Will now deal with Urgent.ly as a subsidiary of Agero, Inc.

Next Steps

• Final processing of cash payments to the reporting person and other shareholders.
• Formal de-listing of ULYX common stock from public exchanges.
• Integration of Urgent.ly operations into Agero, Inc.

Key Dates

Keywords

Urgent.ly, Agero, Merger, Acquisition, Matthew Booth, Tender Offer, ULYX, Cash Out, Restricted Stock Units, Roadside Assistance