Form 4: Urgent.ly Director Disposes of Holdings in Agero Merger

Director Suzie Doran cashed out 8,455 total shares and units at $5.50 each as Urgent.ly Inc. completes its merger with Agero.

Summary

• Director Suzie Doran disposed of 7,229 shares of common stock on April 25, 2026, at a price of $5.50 per share.
• An additional 1,226 restricted stock units (RSUs) were accelerated and cancelled on April 28, 2026, in exchange for $5.50 per unit.
• The transactions were conducted pursuant to a Merger Agreement with Agero, Inc. and its subsidiary, Medford Hawk, Inc.
• The merger became effective as of April 28, 2026, resulting in the reporting person no longer being subject to Section 16 reporting obligations.
• Administrative errors in previous reports were corrected, involving the exclusion of 396 shares and the inclusion of 393 shares to reconcile the final balance.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event for the public market as it represents the final mechanical steps of a previously announced merger and the exit of a director from their equity position.

Positives

• Shareholders and insiders received a guaranteed cash payout of $5.50 per share.
• Restricted stock units were fully accelerated, providing immediate liquidity to the reporting person.
• The merger provides a definitive exit strategy for the company's leadership and investors.

Negatives

• The company will cease to exist as an independent public entity.
• Administrative errors were noted in prior filings regarding the exact number of shares beneficially owned.

Risks

• No specific operational risks are listed as the company has completed its merger and is being absorbed by Agero, Inc.

Future Outlook

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

Management Comments

• The reporting person is no longer subject to Section 16 obligations following the completion of the merger.

Industry Context

StockSavvy.ai notes that this merger reflects a broader trend of consolidation within the digital roadside assistance and mobility logistics sector, as larger incumbents like Agero acquire tech-focused platforms to streamline service delivery.

Comparison to Industry Standards

• The $5.50 per share cash exit provides immediate liquidity, a common outcome for micro-cap technology companies facing consolidation.
• The acceleration of RSUs upon a change of control is a standard executive compensation practice in the technology industry.

Management Changes

Corporate Governance

Related Party Transactions

• The reporting person disposed of all equity interests to the acquiring entity, Agero, Inc., as part of the merger agreement.

Stakeholder Impact

• Shareholders receive $5.50 per share in cash.
• Director Suzie Doran has fully liquidated her position in the company.
• The company is now a wholly-owned subsidiary of Agero, Inc.

Next Steps

• Final delisting of ULYX shares from the exchange.
• Completion of any remaining administrative filings related to the merger.
• Integration of Urgent.ly operations into Agero, Inc.

Key Dates

Keywords

Urgent.ly, ULYX, Agero Inc, Merger, Acquisition, Tender Offer, Suzie Doran, Roadside Assistance, Cash Out