Form 4: Urgent.ly Inc. Acquired by Agero for $5.50 Per Share

Urgent.ly Inc. has completed its merger with Agero, Inc., resulting in a total cash buyout of all outstanding shares and restricted stock units.

Summary

• Urgent.ly Inc. (ULYX) has officially merged with Medford Hawk, Inc., a wholly-owned subsidiary of Agero, Inc.
• The merger became effective as of April 28, 2026, following a successful tender offer.
• All outstanding shares of common stock were exchanged for $5.50 in cash per share.
• Restricted Stock Units (RSUs) held by management were fully accelerated and cancelled in exchange for the $5.50 per share cash price.
• Principal Accounting Officer Andrea Makkai disposed of 21,495 RSUs as part of the transaction and is no longer subject to Section 16 reporting requirements.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive liquidity event for shareholders, providing a guaranteed cash exit at a fixed price, though it ends the company's journey as a public entity.

Positives

• Shareholders received a definitive cash exit at $5.50 per share.
• Full acceleration of vesting for all Restricted Stock Units (RSUs) provided immediate liquidity for employees and management.
• Successful completion of the merger agreement dated March 13, 2026.

Negatives

• The company will cease to exist as an independent publicly traded entity.
• An administrative error was noted regarding 684 shares that were inadvertently included in previous reports.

Risks

• Loss of public market liquidity for former shareholders as the company goes private.
• Tax liabilities for shareholders and RSU holders upon receipt of cash payments.

Future Outlook

The company has been absorbed into Agero, Inc. and will no longer operate as a standalone public company. Future operations will be integrated into the Parent company's roadside assistance and mobility platforms.

Management Comments

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

Industry Context

StockSavvy.ai notes that this acquisition represents significant consolidation in the digital roadside assistance sector, as Agero moves to eliminate a key tech-focused competitor and expand its market share.

Comparison to Industry Standards

• The $5.50 cash offer is consistent with the valuation established during the initial merger agreement in March 2026.
• The full acceleration of RSUs is a standard practice in change-of-control transactions for high-growth technology firms.

Management Changes

Corporate Governance

Legal Proceedings

• The transaction was completed pursuant to the Agreement and Plan of Merger dated March 13, 2026.

Related Party Transactions

• None disclosed in this filing.

Stakeholder Impact

• Shareholders receive immediate cash liquidity of $5.50 per share.
• Employees with RSUs benefit from full vesting acceleration and cash payouts.
• Agero, Inc. gains full control of Urgent.ly's technology and market presence.

Next Steps

• Final distribution of cash proceeds to all remaining shareholders.
• Formal delisting of ULYX from the stock exchange.

Key Dates

Keywords

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