Welcome to our dedicated page for Urgent.ly SEC filings (Ticker: ULY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Urgent.ly Inc. filings document the company’s roadside assistance technology business, governance matters and completed public-company transition following its acquisition by Agero. The record includes 8-K disclosures for material agreements, the tender-offer and merger completion, Nasdaq listing-status notices, and registered common-stock information.
Proxy materials and annual-meeting filings cover director elections, auditor ratification, shareholder proposal deadlines and board governance. Form 25 documents the removal of Urgent.ly common stock from Nasdaq listing and registration, while related disclosures address OTCQB trading status, capital structure and reporting-company matters.
Urgent.ly Inc. announced that it failed to regain compliance with Nasdaq’s net income or alternative listing standards by the March 16, 2026 deadline. Nasdaq will suspend trading in the company’s common stock at the open on March 18, 2026, with delisting to follow after a Form 25 is filed.
The company expects its shares to be quoted on the OTC Markets platform and has applied to trade on the OTCQB Venture Market, though trading could temporarily occur on OTC Pink and there is no assurance of sustained liquidity or pricing. Urgent.ly will remain an SEC-reporting company while a planned cash tender offer by Agero, Inc. and a subsequent merger are pursued, and it does not expect the Nasdaq delisting to affect ongoing business operations.
Urgent.ly Inc. agreed to be acquired by Agero, Inc. for $5.50 in cash per share through a tender offer followed by a merger, after its board unanimously approved the deal and recommended that stockholders tender their shares. A wholly owned Agero subsidiary will launch the offer, which must receive at least a majority of outstanding shares and satisfy customary regulatory and closing conditions; the parties expect closing by the end of May 2026.
At closing, remaining shares, vested RSUs and in-the-money options will convert into cash based on the $5.50 price, while out-of-the-money options will be cancelled. Urgently also amended its MidCap revolving credit facility and second-lien term loan, temporarily cutting minimum liquidity covenants to $2 million and aligning near-term maturities and fees with successful completion of the merger. A termination of the merger under specified conditions could trigger a $3.0 million break fee.
For Q4 2025, Urgently reported revenue of $33.3 million, up 4% year over year, with gross profit rising to $8.7 million and gross margin improving to 26%. Full-year 2025 revenue was $129.2 million and GAAP operating loss narrowed to $8.9 million, while non-GAAP operating results were near breakeven.
Urgent.ly Inc. agreed to be acquired by Agero, Inc. for $5.50 in cash per share through a tender offer followed by a merger, after its board unanimously approved the deal and recommended that stockholders tender their shares. A wholly owned Agero subsidiary will launch the offer, which must receive at least a majority of outstanding shares and satisfy customary regulatory and closing conditions; the parties expect closing by the end of May 2026.
At closing, remaining shares, vested RSUs and in-the-money options will convert into cash based on the $5.50 price, while out-of-the-money options will be cancelled. Urgently also amended its MidCap revolving credit facility and second-lien term loan, temporarily cutting minimum liquidity covenants to $2 million and aligning near-term maturities and fees with successful completion of the merger. A termination of the merger under specified conditions could trigger a $3.0 million break fee.
For Q4 2025, Urgently reported revenue of $33.3 million, up 4% year over year, with gross profit rising to $8.7 million and gross margin improving to 26%. Full-year 2025 revenue was $129.2 million and GAAP operating loss narrowed to $8.9 million, while non-GAAP operating results were near breakeven.
Urgent.ly Inc. Chief Executive Officer and director Matthew Booth had 1,615 shares of common stock withheld at $2.02 per share on February 20, 2026 to satisfy tax obligations related to vesting restricted stock units. After this tax-withholding disposition, he directly owned 58,842 common shares.
Urgent.ly Inc. principal accounting officer Andrea Makkai reported a small tax-related share disposition. On the vesting of restricted stock units, 121 shares of common stock were withheld at $2.02 per share to cover taxes, leaving her with 11,933 shares of directly held common stock.
Urgent.ly Inc. director Suzie Doran reported a stock-based award of 833 shares of common stock on January 28, 2026. The shares are represented by restricted stock units that vest on the earlier of January 28, 2027 or the company’s next annual stockholder meeting.
After this grant, Doran beneficially owns 8,455 shares of Urgent.ly common stock in direct form. The share amounts in this report have been adjusted to reflect a 1‑for‑12 reverse stock split of Urgent.ly’s common stock that became effective on March 17, 2025.
Urgent.ly Inc. director Alexandre Zyngier received 833 shares of common stock as a restricted stock unit (RSU) grant on January 28, 2026 at a price of $0 per share. These RSUs vest on the earlier of January 28, 2027 or the company’s next annual stockholder meeting. Following this grant, Zyngier beneficially owns 2,499 shares of Urgent.ly common stock in direct ownership, with all reported share amounts adjusted for a 1‑for‑12 reverse stock split effective March 17, 2025.
Urgent.ly Inc. director Ryan Pollock reported several equity changes, including a large reallocation of shares held through an investment entity and a new stock-based award. On August 29, 2025, an entity associated with him, Iron Gate Urgently, LLC, disposed of 76,735 shares of common stock for no consideration in a pro rata distribution to its members, reducing its reported indirect holdings to zero. On the same date, Pollock directly received 656 common shares at a price of $0 as part of that distribution. Later, on January 28, 2026, he was granted 833 restricted stock units (RSUs) at $0, which will vest on the earlier of January 28, 2027 or Urgent.ly’s next annual stockholder meeting. After these transactions, Pollock directly reported owning 9,111 common shares.
Urgent.ly Inc. director Gina Domanig received 833 shares of common stock on January 28, 2026 as a stock-based award valued at $0 per share. After this grant, she beneficially owns 8,455 common shares directly.
The 833 shares are represented by restricted stock units that vest on the earlier of January 28, 2027 or the date of Urgent.ly’s next annual stockholder meeting. The share amounts in this filing reflect a 1-for-12 reverse stock split of Urgent.ly common stock that became effective on March 17, 2025.
Urgent.ly Inc. director James M. Micali reported an equity award of 833 shares of common stock on January 28, 2026, at a price of $0 per share. These shares are represented by restricted stock units that vest on the earlier of January 28, 2027 or the company’s next annual stockholder meeting.
After this award, Micali beneficially owns 8,455 shares of Urgent.ly common stock on a direct basis. The reported share amounts reflect a 1‑for‑12 reverse stock split of Urgent.ly common stock that became effective on March 17, 2025.
Urgent.ly Inc. reported results from its 2025 Annual Meeting of Stockholders held on January 28, 2026. A total of 1,133,329 shares, representing 51.97% of the company’s common stock as of the November 6, 2025 record date, were present in person or by proxy, establishing a quorum.
Stockholders elected Class II directors Suzie Doran and James Micali to serve until the 2028 annual meeting or until a successor is elected or earlier departure. They received 393,213 and 390,623 votes “For,” respectively, with additional withheld votes and broker non-votes recorded.
Stockholders also ratified the appointment of CohnReznick LLP as Urgent.ly’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 906,437 votes “For,” 214,024 “Against,” and 12,868 “Withheld.”