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

Urgent.ly Inc. (ULYX) officer cashes out shares in $5.50-per-share merger deal

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

Rhea-AI Filing Summary

Urgent.ly Inc.’s Principal Accounting Officer, Andrea Makkai, reported disposing of company shares in connection with the closing of a merger. A total of 855 shares of common stock were first disposed of pursuant to a tender offer, followed by a disposition of 21,495 shares back to the issuer, leaving 0 shares directly held.

Under the merger agreement with Agero, Inc. and its subsidiary, each share of Urgent.ly common stock was exchanged for $5.50 in cash, without interest and subject to tax withholding. The filing notes that these shares were represented by restricted stock units that fully vested at the merger’s effective time and were cancelled in return for the cash value based on the $5.50 offer price. The report also clarifies that 684 shares previously reported were excluded due to an administrative error.

Positive

  • None.

Negative

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Insider Makkai Andrea
Role Principal Accounting Officer
Type Security Shares Price Value
Disposition Common Stock 21,495 $0.00 --
U Common Stock 855 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct, null)
Footnotes (1)
  1. Excludes 684 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.
Tender-offer disposition 855 shares Common Stock disposed pursuant to tender offer on April 25, 2026
Disposition to issuer 21,495 shares Common Stock disposition to issuer on April 28, 2026
Offer Price $5.50 per share Cash paid for each share of Urgent.ly common stock under merger
Shares after transaction 0 shares Total shares of Common Stock directly held after dispositions
Prior error correction 684 shares Shares excluded due to prior administrative reporting error
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.
Effective Time regulatory
"thereafter 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 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*
Makkai Andrea
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Principal Accounting 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)
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 Stock04/25/2026U855(1)D(2)(3)21,495(4)D
Common Stock04/28/2026D21,495(4)D(5)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 684 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, 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 transaction did Urgent.ly Inc. (ULYX) report for Andrea Makkai?

Andrea Makkai, Urgent.ly’s Principal Accounting Officer, disposed of all reported common shares in connection with a completed merger. The filing shows a tender-offer disposition and a disposition to the issuer, resulting in 0 shares held directly after the transactions.

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

Each share of Urgent.ly common stock was exchanged for $5.50 in cash. This cash amount applied to shares tendered in the offer and to restricted stock units, which were cancelled for a cash payment equal to $5.50 times the number of underlying shares.

How many Urgent.ly (ULYX) shares did Andrea Makkai dispose of in total?

The Form 4 shows dispositions of 855 shares pursuant to a tender offer and 21,495 shares as a disposition to the issuer. After these transactions related to the merger, Makkai’s directly held common stock position reported in this filing became 0 shares.

How were Andrea Makkai’s Urgent.ly (ULYX) RSUs treated in the merger?

Makkai’s restricted stock units accelerated vesting in full at the merger’s effective time. Each RSU, representing one share of common stock, was cancelled in exchange for cash equal to $5.50 multiplied by the RSU share count, subject to required tax withholding.

What correction did the Urgent.ly (ULYX) Form 4 make regarding prior reports?

The Form 4 states that 684 shares of Urgent.ly common stock were excluded because they were inadvertently included in prior reports. This footnote indicates an administrative reporting error rather than a new transaction affecting Makkai’s economic position.

What merger agreement underlies the Urgent.ly (ULYX) insider dispositions?

The dispositions stem from an Agreement and Plan of Merger among Urgent.ly, Agero, Inc. as Parent, and Medford Hawk, Inc. as Purchaser. Purchaser completed a tender offer for Urgent.ly shares and then merged into Urgent.ly, with the merger effective on April 28, 2026.