Pollock Ryan 4

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

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Updated Apr 29, 2026

Urgent.ly (ULYX) Director Ryan Pollock Sells 9,111 Shares

What Happened

Ryan Pollock, a director of Urgent.ly, reported dispositions totaling 9,111 shares related to the company's acquisition by Agero. On 2026-04-25 he tendered 7,885 shares in the change-of-control process, and on 2026-04-28 1,226 shares (RSUs) were cancelled and paid out. Under the merger terms each share was exchanged for $5.50 in cash, so the combined cash value is approximately $50,111. These were merger-related dispositions (not open-market sales).

Key Details

Transaction dates and price: 2026-04-25 (disposition in change of control) and 2026-04-28 (disposition to issuer for RSUs); Offer Price = $5.50 per share (per Merger Agreement).
Shares disposed: 7,885 (4/25) + 1,226 (4/28) = 9,111 shares; approximate proceeds = $50,110.50 (~$50,111).
Shares owned after transaction: Form 4 does not report a remaining open position; the dispositions were part of the tender/merger process and RSUs were cashed out at closing.
Notable footnotes:
- Merger Agreement with Agero, Inc.; Purchaser completed tender offer and merged effective 4/28/2026 (F2).
- Each share tendered or underlying each RSU was paid $5.50 in cash (F3, F6).
- The RSUs accelerated and were cancelled in exchange for cash at the Offer Price (F4, F6).
- Administrative corrections noted: certain small share counts were inadvertently included/excluded in prior reports (F1, F5).
Filing timeliness: Form 4 filed 2026-04-28 reporting transactions on 4/25 and 4/28; no late filing is indicated.

Context

These dispositions arise from a change of control and the merger/tender offer, not routine open-market selling. RSUs accelerated and were cashed out at the deal price, so the transactions reflect merger consideration rather than a director signaling buy/sell sentiment.

Form 4Exit

Period: 2026-04-25

Director

Transactions

Disposition from Tender
Common Stock
[F1][F2][F3][F4][F5]
2026-04-25−7,885→ 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 Issuer common stock subject to the RSUs.

Signature

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

1 file