Urgent.ly (NASDAQ: ULY) CEO cashes out shares in $5.50-per-share takeover

Rhea-AI Filing Summary

Urgent.ly Inc. chief executive officer Matthew Booth reported disposing of his remaining common stock in connection with the company’s merger with Agero, Inc. and its subsidiary Medford Hawk, Inc. The filing shows 6,759 shares of common stock disposed of pursuant to a tender offer on April 25, 2026, followed by 68,124 shares returned to the issuer on April 28, 2026, leaving him with 0 shares owned directly after the transactions.

Footnotes explain that these shares were represented by restricted stock units, each tied to one share of common stock. Under the Merger Agreement, each share of Urgent.ly common stock was exchanged for $5.50 in cash, and all RSUs fully vested at the merger’s effective time and were cancelled in return for an equivalent cash payment based on that Offer Price.

Insights

Equity compensation and M&A specialist

CEO’s equity is cashed out in a change-of-control merger, not an open-market sale.

Matthew Booth, Urgent.ly’s CEO, disposed of a total of 74,883 common shares (including RSU-based shares) in connection with a completed merger and tender offer, at an all-cash price of $5.50 per share set by the Merger Agreement.

These are issuer and tender-offer dispositions, not discretionary market sales, so they primarily reflect the transaction’s terms rather than a change in the CEO’s view of the stock. After the merger’s effective time on April 28, 2026, Booth held no Urgent.ly shares or RSUs according to this filing.

The footnotes also clarify that RSUs accelerated vesting and were cancelled for cash at the Offer Price, a common treatment in cash mergers that converts equity incentives into a fixed payout and aligns management with the deal’s closing rather than ongoing share performance.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Booth Matthew

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Disposition	Common Stock	68,124	$0.00	--
U	Common Stock	6,759	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. Excludes 546 shares of Issuer common stock that were inadvertently included in prior reports due to an administrative error. 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.

Key Figures

Tender-offer disposition: 6,759 shares Issuer disposition: 68,124 shares Offer Price: $5.50 per share +2 more

5 metrics

Tender-offer disposition 6,759 shares Common Stock disposed via tender offer on April 25, 2026

Issuer disposition 68,124 shares Common Stock returned to issuer on April 28, 2026

Offer Price $5.50 per share Cash consideration for each Urgent.ly common share under Merger Agreement

Post-transaction holdings 0 shares Common Stock directly owned by Matthew Booth after April 28, 2026

Administrative correction 546 shares Shares excluded due to prior reporting error per footnote

Key Terms

Agreement and Plan of Merger, tender offer, restricted stock units, Offer Price, +1 more

5 terms

Agreement and Plan of Merger regulatory

"reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into"

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

"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 financial

"The shares are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Offer Price financial

"each share of Issuer common stock was tendered in exchange for $5.50 in cash ... (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.

Effective Time regulatory

"merged with and into the Issuer effective as of April 28, 2026 (the "Effective Time")"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Booth Matthew

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/25/2026		U		6,759(1)	D	(2)(3)	68,124(4)	D
Common Stock	04/28/2026		D		68,124(4)	D	(5)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Excludes 546 shares of Issuer common stock that were inadvertently included in prior reports due to an administrative error.

2. 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").

3. 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").

4. The shares are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock.

5. 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	04/28/2026
	** Signature of Reporting Person	Date
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)

FAQ

What insider stock transactions did Urgent.ly (ULY) report for CEO Matthew Booth?

Matthew Booth disposed of all his Urgent.ly common stock, including 6,759 shares via tender offer on April 25, 2026 and 68,124 shares returned to the issuer on April 28, 2026. After these merger-related transactions, he directly owned zero Urgent.ly shares.

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

Each Urgent.ly common share was exchanged for $5.50 in cash, described as the Offer Price in the Merger Agreement. This cash consideration applied to tendered common stock and to RSUs, which were settled in cash based on the total shares underlying the awards.

How were Matthew Booth’s Urgent.ly (ULY) RSUs treated in the merger?

All of Booth’s restricted stock units fully vested at the merger’s effective time. Each RSU, representing one Urgent.ly share, was cancelled and converted into a cash right equal to $5.50 times the number of underlying shares, subject to required tax withholding.

Did Matthew Booth retain any Urgent.ly (ULY) shares after the merger transactions?

According to the Form 4 data, Booth held zero Urgent.ly shares afterward. The reported dispositions through the tender offer and issuer transaction exhausted his directly held common stock, and no remaining derivative positions are shown in the derivative summary section.

What corporate transaction triggered the Urgent.ly (ULY) CEO’s stock dispositions?

The dispositions occurred under an Agreement and Plan of Merger among Urgent.ly, Agero, Inc. and Medford Hawk, Inc. A tender offer for Urgent.ly shares was completed, followed by a merger that became effective on April 28, 2026, when the equity conversions were finalized.