Doran Suzie 4
4 · Urgent.ly Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Urgent.ly (ULYX) Director Suzie Doran Sells Shares
What Happened
Suzie Doran, a director of Urgent.ly, reported dispositions totaling 8,455 shares related to the company’s merger with Agero. The filing shows a 7,229-share disposition on 2026-04-25 (change of control) and a 1,226-share disposition to the issuer on 2026-04-28. Although the Form 4 lists prices as N/A, the merger agreement specifies an Offer Price of $5.50 per share, implying total cash proceeds of approximately $46,502.50. The securities were RSUs that accelerated and were cancelled for cash under the Merger Agreement.
Key Details
- Transaction dates: 2026-04-25 (7,229 shares, disposition in change of control) and 2026-04-28 (1,226 shares, disposition to issuer).
- Price: Form 4 shows N/A; Merger Agreement price = $5.50 per share (Offer Price).
- Total proceeds (implied): 8,455 shares × $5.50 = $46,502.50 (before any applicable tax withholdings).
- Shares owned after transaction: not specified in this Form 4.
- Notable footnotes: (F2–F6) transactions were pursuant to the Merger Agreement; the RSUs accelerated vesting and were cancelled for cash equal to the Offer Price × shares; tax withholding applies. Administrative corrections noted (F1, F5) regarding inadvertent inclusion/exclusion of small share counts in prior reports.
- Filing: Form filed 2026-04-28 covering transactions reported 4/25 and 4/28; appears to be a timely report of the merger-related dispositions.
Context
These were not open-market sales by choice but cash-out dispositions of restricted stock units as part of a change-of-control transaction (tender offer and merger). Such merger-related conversions are routine and reflect the deal terms (fixed cash consideration), so they do not necessarily signal the insider’s view on the company’s future performance.
Insider Transaction Report
- 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 Issuer common stock subject to the RSUs.