Form 4: Urgent.ly Inc. Finalizes Merger with Agero at $5.50 Per Share

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

Summary

• Urgent.ly Inc. (ULYX) 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.
• All outstanding shares of common stock were exchanged for $5.50 in cash per share.
• Restricted Stock Units (RSUs) were accelerated in full and cancelled in exchange for the $5.50 per unit cash price.
• Director Alexandre Zyngier disposed of his entire position, totaling 2,499 shares and units, as part of the transaction.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive liquidity event for insiders and shareholders, providing a guaranteed cash exit, though it marks the end of the company's life as a public investment vehicle.

Positives

• Shareholders received a definitive liquidity event at a fixed price of $5.50 per share.
• Holders of Restricted Stock Units benefited from 100% accelerated vesting at the time of the merger.
• The transaction was completed relatively quickly following the initial March 13, 2026, agreement.

Negatives

• Public investors no longer have the opportunity to participate in the future growth or upside of the company.
• The cash-out event may trigger immediate tax liabilities for shareholders and RSU holders.

Risks

• The company has ceased to be an independent public entity, shifting all operational risks to the parent company, Agero.
• Potential loss of key personnel following the change in control and transition to a private subsidiary.

Future Outlook

The company will no longer operate as a standalone public entity and is expected to be delisted from public exchanges as it becomes a wholly-owned subsidiary of Agero, Inc.

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 technology sector, as Agero strengthens its market position by absorbing a key tech-driven competitor.

Comparison to Industry Standards

• The $5.50 cash offer represents the final valuation benchmark for Urgent.ly compared to its previous trading history as a public company.
• Full acceleration of RSUs is a standard but favorable provision for management and directors during change-of-control transactions in the technology sector.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders receive immediate cash liquidity at $5.50 per share.
• Employees and directors with RSUs receive immediate cash value through accelerated vesting.
• Customers and suppliers will now deal with Urgent.ly as a subsidiary of Agero.

Next Steps

• Final delisting of ULYX common stock from the stock exchange.
• Distribution of cash proceeds to any remaining shareholders who did not participate in the initial tender but were included in the merger.

Key Dates

Keywords

Urgent.ly, ULYX, Agero, Merger, Acquisition, Tender Offer, Cash Buyout, Restricted Stock Units, Alexandre Zyngier