Medford Hawk offers $5.50 to buy Urgent.ly (NASDAQ: ULY)

Rhea-AI Filing Summary

Urgent.ly Inc. is the subject of a tender offer by Medford Hawk, Inc., a wholly owned subsidiary of Agero, Inc., to acquire any and all issued and outstanding shares of Urgent.ly for $5.50 per share in cash pursuant to the Offer to Purchase dated March 30, 2026. The Schedule TO incorporates the Offer to Purchase and the Agreement and Plan of Merger dated March 13, 2026. As of March 26, 2026, Urgent.ly had 2,196,934 shares issued and outstanding, plus 1,440 options, 148,559 restricted stock units and 47 warrant shares referenced in the disclosure.

Insights

M&A Counsel

Acquisition structure and closing conditions are the core legal anchors.

The Schedule TO integrates the Offer to Purchase and the March 13, 2026 Agreement and Plan of Merger, which typically set closing conditions, termination rights and regulatory steps. Key legal dependencies include the Offer's stated conditions and any regulatory approvals cited in Section 15.

Watch the Offer's conditions in Section 13 and Section 15 for explicit closing triggers and any waiver mechanics; timing and satisfaction of these conditions will determine whether the transaction proceeds to merger.

Corporate Finance Analyst

$5.50 per share values outstanding equity and implicit consideration scale.

The Offer Price of $5.50 per share applied to 2,196,934 outstanding shares implies an equity consideration in the filing's scale (cash amount derivable from these figures). The Schedule TO references source-of-funds language in Section 12.

Remaining equity awards (1,440 options, 148,559 RSUs, 47 warrants) are disclosed as capitalization items; their treatment on closing will follow the Merger Agreement terms.

Key Figures

Offer Price: $5.50 per share Shares outstanding: 2,196,934 shares Options outstanding: 1,440 options +2 more

5 metrics

Offer Price $5.50 per share Offer to Purchase dated March 30, 2026

Shares outstanding 2,196,934 shares as of March 26, 2026

Options outstanding 1,440 options as of March 26, 2026 (none in-the-money stated)

Restricted stock units 148,559 RSUs as of March 26, 2026

Warrants issuable 47 shares as of March 26, 2026

Key Terms

Offer to Purchase, Letter of Transmittal, Agreement and Plan of Merger, restricted stock units

4 terms

Offer to Purchase regulatory

"copies of which are annexed to and filed with this Schedule TO"

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.

Letter of Transmittal regulatory

"the Letter of Transmittal, which, together with the Offer to Purchase"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Agreement and Plan of Merger corporate

"Agreement and Plan of Merger, dated as of March 13, 2026"

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.

restricted stock units financial

"148,559 Shares underlying restricted stock units issued pursuant"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Urgent.ly Inc.

(Name of Subject Company (Issuer))

Medford Hawk, Inc.

(Name of Filing Person (Offeror))

Agero, Inc.

(Name of Filing Person (Parent of Offeror))

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

916931207

(CUSIP Number of Class of Securities)

Peter Necheles

Chief Legal Officer

400 Rivers Edge Drive

Medford, MA 02155

781-393-9300

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Mark B. Stein, Esq.

Robert W. Dickey, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

(212) 309-6000

☐  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒  third-party tender offer subject to Rule 14d-1.

☐  issuer tender offer subject to Rule 13e-4.

☐  going-private transaction subject to Rule 13e-3.

☐  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is being filed by Medford Hawk, Inc., a Delaware corporation (the “Offeror”), and Agero, Inc., a Nevada corporation (“Parent”). The Offeror is a wholly owned subsidiary of Parent. This Schedule TO relates to the offer by the Offeror to acquire any and all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Urgent.ly Inc., a Delaware corporation (the “Company” or “Urgently”), at a purchase price of $5.50 per Share, net to the holders thereof, in cash, without interest thereon and subject to any applicable tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 30, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Agreement and Plan of Merger described below, collectively constitute the “Offer”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of March 13, 2026, by and among the Company, Parent and the Offeror, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

Item 1. Summary Term Sheet.

The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet ” and “Questions and Answers About the Offer and the Merger” is incorporated into this Schedule TO by reference.

Item 2. Subject Company Information.

(a) The subject company and issuer of the securities subject to the Offer is Urgent.ly Inc., a Delaware corporation. Its principal executive office is located at 44927 George Washington Blvd. Suite 265, Office 209, Ashburn, VA 20147, and its telephone number at such address is (571) 350-3600.

(b) As of the close of business on March 26, 2026, there were (i) 2,196,934 Shares issued and outstanding, (ii) 1,440 Shares subject to issuance pursuant to options granted by Urgently to purchase Urgently Common Stock (each, an “Urgently Option”) pursuant to Urgently’s 2013 Equity Incentive Plan and 2023 Equity Incentive Plan (together, the “Urgently Equity Plans”) or otherwise, none of which were in-the-money options, (iii) 148,559 Shares underlying restricted stock units issued pursuant to the Urgently Equity Plans, and (iv) 47 Shares issuable upon exercise of an outstanding warrant.

(c) The information concerning the principal market in which the shares of Urgently common stock are traded and certain high and low sales prices for the shares of Urgently common stock in that principal market is set forth in Section 6 — “Price Range of Shares; Dividends” in the Offer to Purchase and is incorporated into this Schedule TO by reference.

Item 3. Identity and Background of Filing Person.

(a) – (c) This Schedule TO is filed by the Offeror and Parent. The information set forth in the section entitled “Summary Term Sheet” and Section 9 — “Certain Information Concerning the Offeror and Parent” of, and Schedule A to, the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) The information set forth in the Offer to Purchase is incorporated into this Schedule TO by reference:

Summary Term Sheet

Introduction

Section 1 — “Terms of the Offer”

Section 2 — “Acceptance for Payment and Payment for Shares”

Section 3 — “Procedures for Tendering Shares”

Section 4 — “Withdrawal Rights”

Section 5 — “Certain U.S. Federal Income Tax Consequences”

Section 7 — “Certain Effects of the Offer”

Section 11 — “Purpose of the Offer and Plans for the Company; Transaction Documents”

Section 13 — “Conditions of the Offer”

Item 5. Past Contacts, Transactions, Negotiations and Agreements. 

(a) The information set forth in Section 9 — “Certain Information Concerning the Offeror and Parent,” Section 10 — “Background of the Offer; Contacts with the Company,” Section 11 — “Purpose of the Offer and Plans for the Company; Transaction Documents” of, and Schedule A to, the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in the Section 10 — “Background of the Offer; Contacts with the Company” and Section 11 — “Purpose of the Offer and Plans for the Company; Transaction Documents” of the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) The information set forth in the sections entitled “Summary Term Sheet,” “Questions and Answers About the Offer and the Merger,” “Introduction” and Section 11 — “Purpose of the Offer and Plans for the Company; Transaction Documents” of the Offer to Purchase is incorporated herein by reference.

(c)(1) – (7) The information set forth in the sections entitled “Summary Term Sheet,” “Questions and Answers About the Offer and the Merger,” “Introduction,” Section 6 — “Price Range of Shares; Dividends,” Section 7 — “Certain Effects of the Offer,” Section 10 — “Background of the Offer; Contacts with the Company,” Section 11 — “Purpose of the Offer and Plans for the Company; Transaction Documents” and Section 14 — “Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a), (d) The information set forth in the section entitled “Summary Term Sheet,” “Questions and Answers About the Offer and the Merger” and Section 12 — “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

(b) Not applicable.

Item 8. Interest in Securities of the Subject Company.

(a), (b) The information set forth in Section 9 — “Certain Information Concerning the Offeror and Parent” and Section 11 — “Purpose of the Offer and Plans for the Company” of, and Schedule A to, the Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

(a) The information set forth in Section 3 — “Procedures for Tendering Shares,” Section 10 — “Background of the Offer; Contacts with the Company,” Section 11 — “Purpose of the Offer and Plans for the Company; Transaction Documents,” and Section 17 — “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements.

(a) Not applicable.

(b) Not applicable.

Item 11. Additional Information.

(a) The information set forth in Section 7 — “Certain Effects of the Offer,” Section 10 — “Background of the Offer; Contacts with the Company,” Section 11 — “Purpose of the Offer and Plans for the Company; Transaction Documents” and Section 15 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated into this Schedule TO by reference.

Item 12. Exhibits.

Exhibit No.		Description
(a)(1)(A)*		Offer to Purchase, dated March 30, 2026.
(a)(1)(B)*		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(C)*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(D)*		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(A)*		Form of Notice of Guaranteed Delivery.
(a)(5)(B)*		Term of Summary Advertisement.
(a)(5)(C)		Press Release dated as of March 13, 2026, (incorporated herein by reference to the Schedule TO-C filed by the Parent and Offeror on March 26, 2026).
(a)(5)(D)		Social Media Post dated as of March 13, 2026 (incorporated herein by reference to the Schedule TO-C filed by the Parent and Offeror on March 26, 2026).
(a)(5)(E)		Waiver of Offer Commencement Deadline dated as of March 27, 2026 (incorporated herein by reference to the Schedule TO-C filed by the Parent and Offeror on March 27, 2026).
(d)(1)		Agreement and Plan of Merger, dated as of March  13, 2026, by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to Urgent.ly Inc.’s Form 8-K, filed on March 13, 2026).
(d)(2)		Form of Tender and Support Agreement, dated as of March  13, 2026, by and among Parent, the Offeror and the holders listed therein (incorporated by reference to Exhibit 2.4 to Urgent.ly Inc.’s Form 8-K, filed on March 13, 2026).
(d)(3)*		Non-Disclosure Agreement, dated as of December 30, 2025, by and between the Company and Parent.
(G)		None.
(H)		None.
107*		Filing Fee Table.

* Filed herewith.

Item 13. Information Required by Schedule 13E-3. 

Not applicable.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 30, 2026

MEDFORD HAWK, INC.
By:		/s/ Peter Necheles
Name:		Peter Necheles
Title:		Secretary
AGERO, INC.
By:		/s/ Peter Necheles
Name:		Peter Necheles
Title:		Chief Legal Officer and Secretary

FAQ

What price is Medford Hawk offering for Urgent.ly (ULY)?

Medford Hawk is offering $5.50 per share in cash. The Offer Price is stated in the Offer to Purchase dated March 30, 2026 and incorporated into the Schedule TO.

How many Urgent.ly (ULY) shares are outstanding for the tender offer?

There were 2,196,934 shares issued and outstanding as of March 26, 2026. That figure is disclosed in Item 2(b) of the Schedule TO and used as the baseline capitalization.

Are employee equity awards disclosed in the Schedule TO for ULY?

Yes. The filing discloses 1,440 options, 148,559 restricted stock units, and 47 shares issuable on a warrant as of March 26, 2026, in Item 2(b). Their post-closing treatment is governed by the Merger Agreement.

What documents set the terms and conditions of the offer for Urgent.ly (ULY)?

The Offer to Purchase and the Letter of Transmittal set the offer terms, and the Agreement and Plan of Merger dated March 13, 2026 governs the merger mechanics; all are incorporated by reference in the Schedule TO.

Where does the Schedule TO describe funding and closing conditions for the offer?

Source of funds is addressed in Section 12 of the Offer to Purchase and conditions of the offer are in Section 13; both sections are incorporated into the Schedule TO by reference.