Urgent.ly merger clears with $5.50 tender; 58.7% tendered

Urgent.ly Inc. amended its Schedule 14D-9 to report final results of the tender offer by Medford Hawk, Inc., a subsidiary of Agero, Inc., which paid $5.50 per share.

Rhea-AI Filing Summary

Urgent.ly Inc. amended its Schedule 14D-9 to report final results of the tender offer by Medford Hawk, Inc., a subsidiary of Agero, Inc., which paid $5.50 per share. A total of 1,288,914 voting shares were validly tendered and not withdrawn, representing approximately 58.7% of voting shares outstanding at expiration. The purchaser accepted those shares, satisfied the Minimum Condition, and will complete the merger on April 28, 2026 pursuant to the Merger Agreement and Section 251(h) of the DGCL. At the Effective Time, outstanding shares (subject to limited exceptions) will be converted into the right to receive the Offer Price, trading will cease prior to the OTCQB open on April 28, 2026, and the shares will be delisted and deregistered.

Insights

M&A Counsel

Transaction satisfies tender minimum and enables a Section 251(h) merger without a shareholder vote.

The filing confirms 1,288,914 validly tendered voting shares (approximately 58.7% of voting shares), meeting the Minimum Condition in the Merger Agreement and allowing Parent and Purchaser to effect the merger under Section 251(h) of the DGCL.

Key legal dependencies include completion mechanics under the Merger Agreement, any outstanding appraisal demands, and timely filing actions to delist and deregister shares at or shortly after the Effective Time on April 28, 2026.

Corporate Finance Advisor

Deal closing converts remaining public shares into cash at $5.50 per share.

The purchaser accepted tendered shares and will pay $5.50 per Share in cash for converted shares at the Effective Time; treasury shares and perfected appraisal claims are carved out per the filing.

Trading cessation on the OTCQB before the April 28, 2026 open and subsequent delisting/deregistration are explicit milestones; cash payment and final share-count reconciliation are immediate operational items to follow.

Key Figures

Offer Price: $5.50 per share Validly tendered voting shares: 1,288,914 shares Tender percentage: 58.7% +2 more

5 metrics

Offer Price $5.50 per share cash consideration per Share under the Offer

Validly tendered voting shares 1,288,914 shares shares validly tendered and not withdrawn as of Offer expiration

Tender percentage 58.7% percentage of voting Shares outstanding tendered at expiration

Expected merger Effective Time April 28, 2026 date Parent and Purchaser expect to consummate the Merger

Trading cessation Prior to OTCQB open on April 28, 2026 all Shares will cease trading before the OTCQB opening on that date

Key Terms

Tender Offer, Section 251(h) of the DGCL, Merger Agreement, Depositary and paying agent

4 terms

Tender Offer financial

"the tender offer (the “Offer”) by Medford Hawk, Inc."

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.

Section 251(h) of the DGCL regulatory

"in accordance with Section 251(h) of the DGCL"

Merger Agreement legal

"satisfied the Minimum Condition (as defined in the Merger Agreement)"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Depositary and paying agent financial

"Equiniti Trust Company LLC, the depositary and paying agent for the Offer"

A depositary and paying agent is a financial intermediary that holds and records ownership of securities on behalf of investors and handles the receipt and distribution of cash (like dividends, interest, or redemption proceeds). Think of the depositary as a secure postbox that keeps track of who owns what, and the paying agent as the payroll clerk who sends out the actual payments; their reliability matters because mistakes or delays can directly affect an investor’s receipt of money and clear ownership records.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the final tender offer results for Urgent.ly (ULY)?

The offer received 1,288,914 validly tendered voting shares, about 58.7% of voting shares. This satisfied the Minimum Condition under the Merger Agreement, allowing Purchaser to accept the shares and proceed to close the merger pursuant to Section 251(h) of the DGCL.

How much will Urgent.ly shareholders receive per share in the merger?

Shareholders eligible for payment will receive $5.50 per share in cash. At the Effective Time, outstanding shares (subject to specified exceptions) will be converted into the right to receive the Offer Price under the Merger Agreement.

When will the merger close and what happens to trading?

Parent and Purchaser expect to complete the merger on April 28, 2026. Prior to the OTCQB open on that date, all shares will cease trading; after consummation, the shares will be delisted and deregistered under the Securities Exchange Act.

Are any shares excluded from the cash conversion?

Yes. Treasury shares, shares held by stockholders who have validly demanded and perfected appraisal rights under the DGCL, and shares owned by Parent, Purchaser or their subsidiaries at the start of the Offer are excluded from conversion into the Offer Price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 08:00 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 3)

Urgent.ly Inc.

(Name of Subject Company)

Urgent.ly Inc.

(Name of Persons Filing Statement)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

916931207

(CUSIP Number of Class of Securities)

Matthew Booth

Chief Executive Officer

44927 George Washington Blvd, Suite 265, Office 209

Ashburn, VA 20147

(571) 350-3600

(Name, address, and telephone number of person authorized to receive notices and communications

on behalf of the persons filing statement)

With a copy to:

Robert O’Connor, Esq.

Lianna C. Whittleton, Esq.

Brendan Ripley Mahan, Esq.

David G. Sharon, Esq.

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

One Market Plaza, Spear Tower

Suite 3300

San Francisco, California 94105-1126

(415) 947-2000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 to Schedule 14D-9 (this “Amendment No. 3”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Urgent.ly Inc., a Delaware corporation (“Urgently”), with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the tender offer (the “Offer”) by Medford Hawk, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Agero, Inc. (“Parent”), a Nevada corporation, to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share of Urgently (“Urgently Common Stock,” and the shares of Urgently Common Stock, “Shares”), for $5.50 per Share in cash, net to the holder thereof in cash, without interest and subject to any applicable withholding taxes (the “Offer Price”). The Offer is described in a Tender Offer Statement filed under cover of Schedule TO with the SEC on March 30, 2026, by Parent and Purchaser (as amended or supplemented from time to time), and is made upon the terms and subject to the conditions as set forth in the related Offer to Purchase, dated March 30, 2026 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”). The Offer to Purchase and the Letter of Transmittal were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively. Unless the context otherwise indicates, we use the terms “us,” “we” and “our” to refer to Urgently.

Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings given to them in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. This Amendment No. 3 is being filed to disclose certain updates as described below and should be read in conjunction with the Schedule 14D-9, and the Schedule 14D-9 should be read in its entirety.

ITEM 8. ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding, immediately after the subsection titled “— Regulatory Approvals,” the following new subsection:

Final Results of the Offer and Completion of the Merger

The Offer and related withdrawal rights expired at 12:00 midnight, Eastern Time, on April 25, 2026 (one minute after 11:59 p.m., Eastern time, on April 24, 2026) and were not further extended. Equiniti Trust Company LLC, the depositary and paying agent for the Offer, advised Purchaser that, as of the expiration of the Offer, a total of 1,288,914 voting Shares were validly tendered and not validly withdrawn, representing approximately 58.7% of the voting Shares outstanding as of the expiration of the Offer.

As of the expiration of the Offer, the number of voting Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn satisfied the Minimum Condition (as defined in the Merger Agreement), and all other conditions to the Offer were satisfied or waived. Immediately after the expiration of the Offer, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn, and will promptly pay for such Shares pursuant to the terms of the Offer and the Merger Agreement.

As a result of its acceptance of the Shares tendered pursuant to the Offer and in accordance with Section 251(h) of the DGCL, Purchaser owns a number of Shares that is greater than the percentage of Shares that would be required to adopt the Merger Agreement by a vote of Urgently’s stockholders. Accordingly, pursuant to the Merger Agreement, Parent and Purchaser expect to complete the acquisition of Urgently on April 28, 2026 by consummating the Merger pursuant to the Merger Agreement without a vote of Urgently’s stockholders in accordance with Section 251(h) of the DGCL. At the Effective Time, each outstanding Share (other than (i) Shares held in the treasury of Urgently immediately prior to the Effective Time, which were canceled without any conversion thereof and no consideration was delivered in exchange therefor, (ii) any Shares held by stockholders or owned by beneficial owners who are entitled to demand, and have properly demanded and properly exercised and perfected a demand for appraisal of such Shares in accordance with the DGCL and have neither failed to perfect nor effectively withdrawn or lost such rights prior to the Effective Time, and (iii) any Shares that were owned by Parent, Purchaser or any other subsidiary of Parent at the commencement of the Offer and were owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time) were canceled and extinguished and automatically converted into the right to receive the Offer Price.

Prior to the opening of trading on the OTCQB Venture Market (“OTCQB”) on April 28, 2026, all Shares ceased trading, and following the consummation of the Merger, all Shares will be delisted from the OTCQB and deregistered under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 27, 2026

Urgent.ly Inc.
By:		/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer