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

Urgent.ly (NASDAQ: ULYX) director fully exits in $5.50-per-share merger

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

Rhea-AI Filing Summary

Urgent.ly Inc. director James M. Micali disposed of his remaining common stock in connection with the company’s cash merger. On April 25, 2026, he tendered 7,229 shares of common stock in a tender offer, followed by the disposition of 1,226 shares to the issuer on April 28, 2026, leaving him with no shares directly held.

Under the Agreement and Plan of Merger among Urgent.ly, Agero, Inc. and Medford Hawk, Inc., each share of Urgent.ly common stock was exchanged for $5.50 in cash, without interest and subject to applicable withholding taxes. Restricted stock units accelerated vesting at the merger effective time and were cancelled in return for a cash payment equal to $5.50 multiplied by the number of shares underlying each award.

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Insider MICALI JAMES M
Role null
Type Security Shares Price Value
Disposition Common Stock 1,226 $0.00 --
U Common Stock 7,229 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct, null)
Footnotes (1)
  1. Excludes 396 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. Includes 393 shares of Issuer common stock that were inadvertently excluded in prior reports due to an administrative error. 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.
Tendered shares 7,229 shares Common Stock tendered April 25, 2026
Merger disposition shares 1,226 shares Common Stock disposed to issuer April 28, 2026
Holdings after transactions 0 shares Total directly held Common Stock after April 28, 2026
Merger cash price $5.50 per share Cash consideration for each Urgent.ly common share
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
"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.
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*
MICALI JAMES M
(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 Stock04/25/2026U7,229(1)D(2)(3)1,226(4)(5)D
Common Stock04/28/2026D1,226(4)D(6)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. Excludes 396 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. Includes 393 shares of Issuer common stock that were inadvertently excluded in prior reports due to an administrative error.
6. 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) director James M. Micali report?

James M. Micali reported two dispositions of Urgent.ly common stock. He tendered 7,229 shares in a tender offer on April 25, 2026, and disposed of 1,226 shares to the issuer on April 28, 2026, resulting in zero directly held shares after the merger.

What cash consideration did Urgent.ly (ULY) shareholders receive in the merger?

Each share of Urgent.ly common stock was exchanged for $5.50 in cash. This amount was paid without interest and subject to any applicable withholding taxes, as specified in the Agreement and Plan of Merger and related tender offer terms.

How were Urgent.ly (ULY) restricted stock units (RSUs) treated in the merger?

At the merger effective time, each RSU fully accelerated, then was cancelled for a cash payment. The cash amount equaled $5.50 multiplied by the total number of Urgent.ly common shares underlying each RSU award, subject to tax withholding requirements under the merger terms.

What corporate transaction triggered the Form 4 for Urgent.ly (ULY)?

The Form 4 reflects dispositions tied to a merger under an Agreement and Plan of Merger among Urgent.ly, Agero, Inc. and Medford Hawk, Inc. The transaction involved a tender offer for Urgent.ly shares and a subsequent merger effective April 28, 2026.

Did the Urgent.ly (ULY) director retain any common stock after the merger?

Following the reported transactions, the director held zero shares of Urgent.ly common stock directly. His tender of 7,229 shares and subsequent disposition of 1,226 shares to the issuer reduced his directly owned position to none after the merger closing.

Were there any adjustments to previously reported Urgent.ly (ULY) share amounts?

Footnotes indicate prior administrative errors in reported holdings. One note excludes 396 shares that were inadvertently included before, while another includes 393 shares that had been inadvertently omitted, clarifying the historical share counts associated with the director’s reporting.