Domanig Gina 4

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.