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 the cash-out of all common stock and restricted stock units at $5.50 per share.

Summary

• Urgent.ly Inc. (ULYX) was acquired by Agero, Inc. through a merger with Medford Hawk, Inc. effective April 28, 2026.
• Stockholders received $5.50 in cash for each share of common stock held.
• Director Gina Domanig disposed of 7,229 shares of common stock and 1,226 restricted stock units (RSUs) as part of the transaction.
• All outstanding RSUs were accelerated in full and cancelled in exchange for the $5.50 per share offer price.
• The reporting person is no longer subject to Section 16 reporting obligations, signaling the end of her tenure as a director of the public entity.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive liquidity event for shareholders, providing a guaranteed cash exit, though it removes the company from public investment consideration.

Positives

• Shareholders received immediate liquidity through a cash payment of $5.50 per share.
• Restricted stock units were fully accelerated, providing immediate value to holders regardless of original vesting schedules.
• The merger successfully closed following the completion of the tender offer.

Negatives

• Public investors will no longer have the opportunity to participate in the future growth of the company as it becomes a private subsidiary.
• Administrative errors in prior reports were identified, requiring corrections to the number of shares previously reported as beneficially owned.

Risks

• The transaction is a taxable event for shareholders receiving cash consideration.
• Loss of public market transparency as the company is absorbed into Agero, Inc.

Future Outlook

The company has ceased to be an independent public entity and is now a wholly-owned subsidiary of Agero, Inc. No further public guidance or forward-looking statements are expected.

Management Comments

• Each share of Issuer common stock was tendered in exchange for $5.50 in cash, without interest and subject to any applicable withholding taxes.
• Pursuant to the Merger Agreement and at the Effective Time, each RSU accelerated vesting in full and was cancelled in exchange for the right to receive an amount in cash.

Industry Context

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

Comparison to Industry Standards

• The $5.50 cash-out price is a definitive valuation benchmark for the company at the time of its exit from the public markets.
• The acceleration of RSUs is a standard 'change in control' provision typical in high-growth technology sector mergers.

Management Changes

Corporate Governance

Legal Proceedings

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

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: Received $5.50 per share in cash, ending their equity interest.
• Employees/RSU Holders: Received cash payments for fully accelerated equity awards.
• Management: Directors like Gina Domanig have exited their roles as the company transitioned to private ownership.

Next Steps

• Final delisting of ULYX shares from the stock exchange.
• Distribution of merger consideration to any remaining shareholders who have not yet surrendered their shares.

Key Dates

Keywords

Urgent.ly Inc., Agero Inc., Merger, Acquisition, Tender Offer, ULYX, Cash-out, Gina Domanig, Restricted Stock Units, Roadside Assistance