MICALI JAMES M 4

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.