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  4. [Form 4] Urgent.ly Inc. Insider Trading Activity

Urgent.ly (ULY) director cashes out in $5.50-per-share tender offer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Urgent.ly Inc. director Alexandre Zyngier fully exited his common stock position in connection with the company’s merger with Agero, Inc. Under the Merger Agreement, a subsidiary of Agero completed a tender offer and then merged into Urgent.ly effective as of April 28, 2026.

Each share of Urgent.ly common stock was exchanged for $5.50 in cash, without interest and subject to withholding taxes. Zyngier disposed of shares through the tender offer and a subsequent disposition to the issuer, leaving him with 0 shares of common stock after the transactions.

The disposed shares were represented by restricted stock units (RSUs). At the effective time of the merger, all RSUs vested in full and were cancelled in return for a cash payment equal to $5.50 times the number of shares subject to each RSU award.

Positive

  • None.

Negative

  • None.
Insider ZYNGIER ALEXANDRE
Role null
Type Security Shares Price Value
Disposition Common Stock 1,943 $0.00 --
U Common Stock 556 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct, null)
Footnotes (1)
  1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Agero, Inc. ("Parent") and Medford Hawk, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of March 13, 2026 (the "Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of Issuer common stock and thereafter merged with and into the Issuer effective as of April 28, 2026 (the "Effective Time"). Pursuant to the Merger Agreement, each share of Issuer common stock was tendered in exchange for $5.50 in cash, without interest and subject to any applicable withholding taxes (the "Offer Price"). The shares are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock. 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, without interest and subject to withholding for all required taxes, equal to the product obtained by multiplying (i) the Offer Price by (ii) the total number of shares of Issuer common stock subject to the RSUs.
Tender offer price $5.50 per share Cash consideration for each share of Urgent.ly common stock
Tender-offer disposition 556 shares Common Stock disposed on April 25, 2026 via tender offer
Disposition to issuer 1,943 shares Common Stock disposed on April 28, 2026 to issuer
Post-transaction holdings 0 shares Total Urgent.ly common stock held by Zyngier after reported transactions
Agreement and Plan of Merger regulatory
"pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Agero, Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer financial
"pursuant to which the Purchaser completed a tender offer for the shares of Issuer common stock"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
restricted stock units ("RSUs") financial
"The shares are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Offer Price financial
"in exchange for $5.50 in cash, without interest and subject to any applicable withholding taxes (the "Offer Price")"
The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ZYNGIER ALEXANDRE
(Last)(First)(Middle)
C/O URGENT.LY INC.
44927 GEORGE WASHINGTON BLVD., SUITE 265
(Street)
ASHBURN VIRGINIA 20147
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Urgent.ly Inc. [ ULYX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/25/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/25/2026U556D(1)(2)1,943(3)D
Common Stock04/28/2026D1,943(3)D(4)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Agero, Inc. ("Parent") and Medford Hawk, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of March 13, 2026 (the "Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of Issuer common stock and thereafter merged with and into the Issuer effective as of April 28, 2026 (the "Effective Time").
2. Pursuant to the Merger Agreement, each share of Issuer common stock was tendered in exchange for $5.50 in cash, without interest and subject to any applicable withholding taxes (the "Offer Price").
3. The shares are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock.
4. 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, without interest and subject to withholding for all required taxes, equal to the product obtained by multiplying (i) the Offer Price by (ii) the total number of shares of Issuer common stock subject to the RSUs.
/s/ Matthew Booth, by power of attorney04/28/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Urgent.ly (ULY) report in this Form 4?

The Form 4 reports that director Alexandre Zyngier disposed of all his Urgent.ly common stock. His holdings went from a reported balance to 0 shares following tender-offer and issuer-related transactions tied to the company’s merger.

At what price were Urgent.ly (ULY) shares exchanged in the merger?

Each share of Urgent.ly common stock was exchanged for $5.50 in cash. This cash consideration applied in the tender offer and subsequent merger, paid without interest but subject to any required tax withholding under the Merger Agreement.

How is Alexandre Zyngier’s position in Urgent.ly (ULY) affected after these transactions?

After the reported transactions, director Alexandre Zyngier holds 0 shares of Urgent.ly common stock. His entire reported position was disposed of as part of the tender offer and merger process outlined in the Merger Agreement with Agero, Inc.

What happened to Urgent.ly (ULY) restricted stock units (RSUs) in the merger?

Urgent.ly RSUs vested fully at the merger’s effective time and were then cancelled. Each RSU was converted into a right to receive cash equal to $5.50 multiplied by the number of shares underlying the RSU, subject to tax withholding.

What role did Agero, Inc. play in the Urgent.ly (ULY) transactions?

Agero, Inc. acted as Parent under the Merger Agreement. Its wholly owned subsidiary completed a tender offer for Urgent.ly shares and then merged with and into Urgent.ly, triggering the cash payment of $5.50 per share and RSU cash-out provisions.