Urgent.ly Inc.·4

Apr 28, 9:40 PM ET

Doran Suzie 4

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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.