Booth Matthew 4
4 · Urgent.ly Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Urgent.ly (ULYX) CEO Matthew Booth Sells 74,883 Shares in Merger
What Happened
Matthew Booth, CEO of Urgent.ly (ULYX), reported dispositions tied to the company's sale/merger. The Form 4 shows he disposed of 6,759 shares on 2026-04-25 (change of control) and 68,124 shares on 2026-04-28 (to the issuer), a total of 74,883 shares. Per the Merger Agreement, each share was cashed out at an Offer Price of $5.50, implying combined proceeds of approximately $411,856.50. The report lists trade prices as N/A, but footnotes state the $5.50 cash-out and explain these shares were represented by restricted stock units (RSUs) that accelerated and were cancelled for cash at the merger effective time.
Key Details
- Transaction dates: 2026-04-25 (6,759 shares, change of control) and 2026-04-28 (68,124 shares, disposition to issuer).
- Offer price per share (per Merger Agreement): $5.50; implied total cash ≈ $411,856.50.
- Securities involved: RSUs (each RSU represents a contingent right to one common share); RSUs accelerated and were cancelled for cash under the merger.
- Footnotes: F1 excludes 546 shares that were inadvertently included in prior reports; F2–F5 summarize the Merger Agreement, tender offer, $5.50 offer price, and RSU cash-out and tax withholding treatment.
- Shares owned after the transactions: not specified on the Form 4 submitted.
- Filing: Form 4 filed 2026-04-28 reporting transactions through 2026-04-25/04-28 (no indication in the filing that it was late).
Context
These dispositions are corporate-transaction related (merger/tender offer) rather than open-market sales. Under the Merger Agreement, insiders’ RSUs were converted to a cash right equal to the offer price times shares and paid in cash (subject to withholding), so this reflects deal consideration rather than a traditional insider "selling" for personal liquidity.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2][F3][F4]2026-04-25−6,759→ 68,124 total - Disposition to Issuer
Common Stock
[F4][F5]2026-04-28−68,124→ 0 total
Footnotes (5)
- [F1]Excludes 546 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]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.