ZYNGIER ALEXANDRE 4

4 · Urgent.ly Inc. · Filed Apr 28, 2026

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Updated Apr 29, 2026

Urgent.ly (ULYX) Director Alexandre Zyngier Sells Shares

What Happened

Alexandre Zyngier, a director of Urgent.ly Inc. (ULYX), disposed of a total of 2,499 shares represented by restricted stock units (RSUs) in connection with the company's merger/tender offer. The shares were converted to cash under the Merger Agreement at an Offer Price of $5.50 per share, for aggregate consideration of approximately $13,744.50 (before withholding).

Key Details

Transactions:
- 2026-04-25: Disposition in change of control (U) — 556 shares.
- 2026-04-28: Disposition to issuer (D) — 1,943 shares.
Price: Cash-out pursuant to the Merger Agreement at $5.50 per share (footnote disclosure); Form 4 shows "N/A" for trade price because RSUs were cancelled for cash.
Total proceeds: 2,499 shares × $5.50 = $13,744.50 (subject to withholding for taxes).
Shares owned after transaction: Not specified on this Form 4.
Relevant footnotes: Transactions arose from the Agreement and Plan of Merger with Agero, Inc.; each RSU vested/accelerated and was cancelled in exchange for cash equal to Offer Price × shares; payment subject to tax withholding.
Filing: Reported on Form 4 filed 2026-04-28 (covers the April 25 and April 28 dispositions).

Context

These were RSUs cashed out as part of a corporate change of control (merger/tender offer), not open-market sales. Such cash-outs are routine outcomes of M&A and reflect the deal terms rather than an insider trading signal.
The cash received is without interest and subject to withholding for taxes as noted in the filing.

Form 4Exit

Period: 2026-04-25

Director

Transactions

Footnotes (4)

[F1]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").
[F2]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").
[F3]The shares are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock.
[F4]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.

Signature

/s/ Matthew Booth, by power of attorney|2026-04-28

1 file