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.