ZYNGIER ALEXANDRE 4

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.