Domanig Gina 4

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

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Updated Apr 29, 2026

Urgent.ly (ULYX) Director Gina Domanig Sells 8,455 Shares

What Happened

Gina Domanig, a director of Urgent.ly Inc. (ULYX), disposed of a total of 8,455 shares that were represented by restricted stock units (RSUs) as part of the company’s merger/tender offer. Per the merger terms, each RSU converted to cash at the Offer Price of $5.50 per share, implying gross proceeds of approximately $46,502.50. The transactions are disposals (sales) related to the change of control and issuer withholding.

Key Details

Transaction dates and codes:
- April 25, 2026 — Disposition in change of control (code U): 7,229 shares.
- April 28, 2026 — Disposition to issuer (code D, typically tax withholding): 1,226 shares.
Price and value: Offer Price = $5.50 per share; gross proceeds ≈ $46,502.50. Net cash received after any required tax withholding was not specified.
Shares owned after the transaction: Not specified in the filing provided.
Notable footnotes:
- The transactions arose from the Merger Agreement with Agero, Inc.; the Purchaser completed a tender offer and merged with Urgent.ly (effective April 28, 2026).
- RSUs accelerated vesting and were cancelled in exchange for cash equal to Offer Price × number of shares.
- Minor prior reporting adjustments noted (administrative corrections of 396 and 393 shares).
- Holdings were subject to withholding for taxes (issuer-received shares).
Filing: Form 4 filed April 28, 2026; this filing reports the merger-related dispositions and withholding.

Context

These were not open-market sales but cash settlements of RSUs due to a change of control (merger/tender offer). The D-code disposition to the issuer reflects shares retained/forfeited to cover tax withholding. Administrative footnotes correct earlier reporting errors and do not change the substance that RSUs were cashed out at $5.50/share.

Form 4Exit

Period: 2026-04-25

Director

Transactions

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 common stock subject to the RSUs.

Signature

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

1 file