MICALI JAMES M 4
4 · Urgent.ly Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Urgent.ly (ULYX) Director James M. Micali Sells Shares in Merger
What Happened
James M. Micali, a director of Urgent.ly, reported dispositions of restricted stock units (RSUs) tied to the company's merger with Agero. On April 25, 2026 he disposed of 7,229 RSUs in connection with the change of control, and on April 28, 2026 he disposed of 1,226 RSUs to the issuer (commonly to satisfy tax withholding). Under the merger terms each share was exchanged for $5.50 in cash, so the 8,455 RSU units represent gross proceeds of approximately $46,502.50. This was not an open-market sale but a merger-related RSU settlement (routine in acquisitions).
Key Details
- Transaction dates: April 25, 2026 (7,229 RSUs — change of control) and April 28, 2026 (1,226 RSUs — disposition to issuer).
- Price: $5.50 per share (Offer Price under the Merger Agreement).
- Approximate gross value: 7,229 × $5.50 = $39,759.50; 1,226 × $5.50 = $6,743.00; total ≈ $46,502.50.
- Shares owned after transaction: not specified in the filing.
- Notable footnotes: filings relate to the March 13, 2026 Merger Agreement with Agero; RSUs accelerated and were cancelled for cash at the $5.50 offer price (subject to withholding). The 1,226-share disposition to the issuer appears to reflect withholding for taxes. Administrative corrections were noted (small prior reporting errors involving 396 and 393 shares).
- Filing: Form 4 filed April 28, 2026 reporting the April transactions.
Context
These transactions reflect a merger settlement (RSUs converted to cash) rather than a director choosing to sell shares on the open market — such merger-related dispositions are common and largely procedural. For retail investors, purchases by insiders tend to be more informative of personal conviction; merger-driven RSU cash-outs typically reflect deal mechanics and tax withholding rather than a trading decision.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2][F3][F4][F5]2026-04-25−7,229→ 1,226 total - Disposition to Issuer
Common Stock
[F4][F6]2026-04-28−1,226→ 0 total
Footnotes (6)
- [F1]Excludes 396 shares of Issuer common stock that were inadvertently included in prior reports due to an administrative error.
- [F2]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Agero, Inc. ("Parent") and Medford Hawk, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of March 13, 2026 (the "Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of Issuer common stock and thereafter merged with and into the Issuer effective as of April 28, 2026 (the "Effective Time").
- [F3]Pursuant to the Merger Agreement, each share of Issuer common stock was tendered in exchange for $5.50 in cash, without interest and subject to any applicable withholding taxes (the "Offer Price").
- [F4]The shares are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock.
- [F5]Includes 393 shares of Issuer common stock that were inadvertently excluded in prior reports due to an administrative error.
- [F6]Pursuant to the Merger Agreement and at the Effective Time, each RSU accelerated vesting in full and was cancelled in exchange for the right to receive an amount in cash, without interest and subject to withholding for all required taxes, equal to the product obtained by multiplying (i) the Offer Price by (ii) the total number of shares of Issuer common stock subject to the RSUs.