Medford Hawk adds exhibit to Urgent.ly $5.50 tender

Rhea-AI Filing Summary

Medford Hawk, Inc. amends a Schedule TO tender offer for Urgent.ly Inc. This Amendment No. 2 supplements the previously filed Schedule TO and confirms an offer to acquire all issued and outstanding shares of Urgent.ly Inc. at an offer price of $5.50 per share in cash. The amendment adds an exhibit: a text message to shareholders dated April 21, 2026, from D.F. King & Co., the information agent, and states the filing is dated April 21, 2026.

Insights

M&A Transaction Counsel

Amendment adds a shareholder communication exhibit and reconfirms $5.50 cash tender terms.

The filing updates Item 12 by adding a text-message exhibit dated April 21, 2026, from the information agent and reiterates the Offer to Purchase and Letter of Transmittal as governing documents. The offer price is stated as $5.50 per Share.

Document qualifiers remain in place; the amendment does not change the disclosed price or substantive conditions in the excerpt. Subsequent filings may report final tender results and any merger steps.

Corporate Governance Analyst

Amendment is administrative and focused on communication recordkeeping.

The addition of a shareholder text-message exhibit documents outreach methods used in the tender campaign and improves the record for disclosure compliance. The Schedule TO remains otherwise unchanged in the provided excerpt.

Material transaction terms such as the $5.50 per-share cash offer and referenced Offer to Purchase remain the operative anchors for shareholder decisions.

Key Figures

Offer Price: $5.50 per share Amendment Date: April 21, 2026 CUSIP: 916931207 +1 more

4 metrics

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

Amendment Date April 21, 2026 Amendment No. 2 filing date and date of added exhibit

CUSIP 916931207 Common stock class identifier

Original Schedule TO filed March 30, 2026 Date Schedule TO was initially filed

Key Terms

Schedule TO, Offer to Purchase, Letter of Transmittal, Information Agent

4 terms

Schedule TO regulatory

"Amendment No. 2 to Tender Offer Statement on Schedule TO"

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

"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.

Letter of Transmittal financial

"related Letter of Transmittal, which together constitute the Offer"

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.

Information Agent other

"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 price did Medford Hawk offer for Urgent.ly Inc. (ULYX)?

The Offer Price is $5.50 per share in cash. The price is stated in the Offer to Purchase filed March 30, 2026, and reiterated in Amendment No. 2 dated April 21, 2026.

What does Amendment No. 2 to the Schedule TO for ULYX do?

Amendment No. 2 supplements Item 12 by adding an exhibit: a text message to shareholders dated April 21, 2026. It otherwise incorporates the original Schedule TO, Offer to Purchase, and Letter of Transmittal by reference.

Who is the offeror and who is the information agent in the ULYX tender?

The offeror is Medford Hawk, Inc., with Agero, Inc. identified as Parent. The information agent named for the Offer is D.F. King & Co., per the added exhibit.

Does Amendment No. 2 change the offer terms or price for ULYX?

The excerpt shows no change to the offer terms or price; it restates the $5.50 per share cash offer and adds a communication exhibit. No different price or new conditions appear in this amendment.

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

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Accepted by SEC EDGAR 04/21/2026 - 05:04 PM Learn about SEC filing dates

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

(Amendment No. 2)

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 Amendment No. 2 to Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Amendment No. 2”) is being filed by Medford Hawk, Inc., a Delaware corporation (the “Offeror”), and Agero, Inc., a Nevada corporation (“Parent”) amends and supplements the Tender Offer Statement on Schedule TO previously filed by the Offeror and Parent, with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Schedule TO”), with respect 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 the Schedule TO, as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase, and the related Letter of Transmittal, as amended.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.		Description
(a)(5)(G)*		Text Message to Shareholders, dated April 21, 2026, from D.F. King & Co., acting as Information Agent for the Offer.

* Filed herewith.

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: April 21, 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