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Urgent.ly (ULYX) director disposes all shares in $5.50 cash merger

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

Rhea-AI Filing Summary

Urgent.ly Inc. director Suzie Doran reported disposing of her common stock in connection with the company’s cash merger. On April 25, 2026, 7,229 shares of common stock were disposed of pursuant to a tender offer under the Agreement and Plan of Merger.

On April 28, 2026, a further 1,226 shares were disposed of to the issuer at the merger’s effective time, leaving Doran with 0 shares reported as directly owned. Under the merger terms, each share and each RSU was cashed out at $5.50 per share, with RSUs fully vesting and converting into cash.

Positive

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Insider Doran Suzie
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.
Tender-offer disposition 7,229 shares Common Stock disposed of on April 25, 2026 via tender offer
Issuer disposition at merger 1,226 shares Common Stock disposed of to issuer on April 28, 2026
Offer Price $5.50 per share Cash paid for each Urgent.ly common share under the Merger Agreement
Shares held after transactions 0 shares Total common shares directly owned by Suzie Doran after April 28, 2026
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. ("Parent")"
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 to receive one share"
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
"equal to the product obtained by multiplying (i) the Offer Price by (ii) the total number of shares"
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*
Doran Suzie
(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 did Suzie Doran report in this Urgent.ly (ULYX) Form 4 filing?

The Form 4 shows director Suzie Doran disposed of all reported Urgent.ly Inc. common shares in connection with a cash merger. Shares were tendered and then cancelled, with consideration paid in cash under a previously signed merger agreement and related tender offer.

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

Each share of Urgent.ly Inc. common stock was exchanged for $5.50 in cash, without interest and subject to applicable withholding taxes. This $5.50 “Offer Price” also determined the cash-out value for restricted stock units tied to Urgent.ly common shares at the effective time.

How many Urgent.ly (ULYX) shares did Suzie Doran dispose of in the tender offer leg?

On April 25, 2026, Suzie Doran disposed of 7,229 shares of Urgent.ly common stock through a disposition pursuant to a tender offer. This transaction was executed under the merger agreement through which a subsidiary of Agero, Inc. purchased shares prior to the merger’s completion.

What happened to Suzie Doran’s remaining Urgent.ly (ULYX) shares at the merger’s effective time?

On April 28, 2026, 1,226 remaining Urgent.ly common shares were disposed of in a return to the issuer, tied to the merger’s closing. After this disposition to the issuer, the Form 4 reports that Doran directly held 0 shares of Urgent.ly common stock.

How were Suzie Doran’s Urgent.ly (ULYX) restricted stock units (RSUs) treated in the merger?

At the merger’s effective time, each RSU accelerated vesting in full and was cancelled for cash. The cash payment equaled $5.50 multiplied by the total number of Urgent.ly common shares underlying the RSUs, paid without interest and subject to required tax withholding.

Did the Form 4 note any corrections to Suzie Doran’s previously reported Urgent.ly (ULYX) holdings?

Yes. Footnotes explain that prior reports inadvertently included 396 shares and inadvertently excluded 393 shares of Urgent.ly common stock due to administrative errors. These adjustments clarify the historical share counts reflected in earlier filings, but the current Form 4 reports zero shares remaining.