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

Director Ryan Pollock disposes of all equity holdings as Urgent.ly Inc. completes its merger with Agero, Inc. and becomes a private entity.

Summary

• Urgent.ly Inc. (ULYX) has completed its merger with Agero, Inc. and its subsidiary Medford Hawk, Inc.
• Director Ryan Pollock disposed of 7,885 shares of common stock through a tender offer at a price of $5.50 per share.
• An additional 1,226 restricted stock units (RSUs) held by Pollock were accelerated and cancelled in exchange for a cash payment of $5.50 per unit.
• The merger became effective on April 28, 2026, resulting in the company becoming a wholly-owned subsidiary of Agero, Inc.
• The reporting person is no longer subject to Section 16 reporting requirements following the completion of these transactions.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event for the market as it marks the final exit of a public company at a pre-determined price, providing liquidity but ending public trading.

Positives

• Shareholders received a definitive cash exit at $5.50 per share.
• Restricted stock units were accelerated in full, providing immediate liquidity to holders.
• The transaction provides a clean exit for the company's leadership and investors through a 100% cash acquisition.

Negatives

• Public investors will no longer have the opportunity to participate in the future growth of the company as a standalone entity.
• The company will be delisted from public exchanges following the merger completion.

Risks

• No specific operational risks are mentioned as the entity is being taken private and the transaction has reached its effective time.

Future Outlook

The company will operate as a private subsidiary of Agero, Inc. and will no longer provide public financial guidance or reporting.

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 roadside assistance and mobility platform sector, as Agero strengthens its market position by absorbing a key technology-driven competitor.

Comparison to Industry Standards

• The $5.50 per share cash exit is a standard outcome for micro-cap technology companies seeking liquidity through strategic acquisition.
• The acceleration of RSUs upon a change of control is a typical provision in executive and director compensation agreements within the technology industry.
• The transition from a public entity to a wholly-owned subsidiary follows the common trajectory of venture-backed firms that went public via SPAC or traditional IPO but found better scale through private consolidation.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $5.50 per share in cash.
• Management/Directors: Equity holdings were liquidated and RSUs were accelerated.
• Company Status: Transitioned from a public company to a private subsidiary.

Next Steps

• Final delisting of ULYX common stock from the stock exchange.
• Integration of Urgent.ly operations into Agero, Inc.

Key Dates

Keywords

Urgent.ly Inc., ULYX, Agero Inc., Merger, Acquisition, Tender Offer, Ryan Pollock, Cash Out, Roadside Assistance, Mobility Technology