Urgent.ly amends Schedule 14D-9; $5.50 tender offer noted

Urgent.ly Inc. supplements its Schedule 14D-9 to respond to the $5.50 per share cash tender offer by Medford Hawk, Inc., a wholly owned subsidiary of Agero, Inc. The amendment adds an exhibit: a text message to shareholders from D.F.

Accepted by SEC EDGAR 04/21/2026 - 04:48 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Urgent.ly Inc. supplements its Schedule 14D-9 to respond to the $5.50 per share cash tender offer by Medford Hawk, Inc., a wholly owned subsidiary of Agero, Inc. The amendment adds an exhibit: a text message to shareholders from D.F. King, the information agent.

Insights

Corporate Governance Counsel

Amendment adds shareholder communications detail and restates the offer terms.

The filing clarifies that the company is supplementing its Solicitation/Recommendation Statement to disclose a new exhibit: a text message from the information agent, D.F. King. It reiterates the offer price of $5.50 per share and cross-references the Schedule TO and Offer to Purchase.

Shareholder responses and voting intentions will determine the practical effect; subsequent filings may show tender results or further supplements.

Securities Transaction Attorney

Procedural supplement, consistent with tender-offer disclosure practice.

This amendment is procedural—adding an exhibit and incorporating prior Schedule 14D-9 details by reference. It preserves explicit qualifiers linking the Offer to the Tender Offer Statement filed on March 30, 2026 and the Schedule 14D-9 filed March 31, 2026.

Material outcomes (tender totals, any changes to price/conditions) would appear in further SEC filings.

Key Figures

Offer Price: $5.50 per share Schedule 14D-9 Filing Date (amendment): April 21, 2026 Schedule TO filing date: March 30, 2026 +2 more

5 metrics

Offer Price $5.50 per share cash purchase price stated in amendment

Schedule 14D-9 Filing Date (amendment) April 21, 2026 date shown on amendment signature line

Schedule TO filing date March 30, 2026 Tender Offer Statement filing date referenced

Schedule 14D-9 original file date March 31, 2026 original Solicitation/Recommendation Statement referenced

Added Exhibit Text message exhibit (a)(5)(I) Text Message to Shareholders from D.F. King

Key Terms

Schedule 14D-9, Schedule TO, Offer to Purchase, Information Agent

4 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement on Schedule 14D-9 previously filed"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Schedule TO regulatory

"Tender Offer Statement filed under cover of Schedule TO with the SEC"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Offer to Purchase financial

"terms and conditions set forth in the related Offer to Purchase, dated March 30, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Information Agent technical

"D.F. King & Co., acting as Information Agent for the Offer"

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

FAQ

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

What does Urgent.ly's Schedule 14D-9/A disclose about the tender offer (ULY)?

It discloses a supplement to the Solicitation/Recommendation Statement and an added exhibit. The amendment confirms the offer is for common stock at $5.50 per share and adds a text-message exhibit from D.F. King, the information agent, to shareholders.

Who is making the offer to Urgent.ly shareholders and what is the offer price?

The offer is by Medford Hawk, Inc., a subsidiary of Agero, Inc. The Offer to Purchase filed on Schedule TO proposes to purchase Urgent.ly common stock for $5.50 per share in cash, net to holders and subject to withholding taxes.

What new exhibit was added in Amendment No. 2 to Urgent.ly's Schedule 14D-9?

Amendment No. 2 adds a text message to shareholders sent by D.F. King. D.F. King is identified as the information agent for the Offer; the exhibit is described as a shareholder text message appended to the exhibits list.

Does the amendment change the terms or conditions of the Offer for Urgent.ly (ULY)?

No change to the Offer terms is stated in this amendment. The filing explicitly incorporates prior Schedule 14D-9 disclosures and only supplements the exhibits list; it reiterates the Offer Price of $5.50 per share without modifying conditions.

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

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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. 2)

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. 2 to Schedule 14D-9 (this “Amendment No. 2”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Urgent.ly Inc., a Delaware corporation (“Urgently” or the “Company”), 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 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 (“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. 2 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. 2 is being filed to disclose certain updates as reflected below and should be read in conjunction with the Schedule 14D-9, and the Schedule 14D-9 should be read in its entirety.

ITEM 9. EXHIBITS

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following Exhibit to the list of Exhibits:

Exhibit No.		Description
(a)(5)(I)*		Text Message to Shareholders from D.F. King & Co., acting as Information Agent for the Offer.

* Filed herewith.

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 21, 2026

Urgent.ly Inc.
By:		/s/ Andrea Makkai
		Andrea Makkai
		Vice President, Finance and Accounting and Chief Accounting Officer