Makkai Andrea 4
4 · Urgent.ly Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Urgent.ly (ULYX) Principal Accounting Officer Andrea Makkai Sells Shares
What Happened
Andrea Makkai, Principal Accounting Officer of Urgent.ly (ULYX), disposed of a total of 22,350 shares tied to restricted stock units (RSUs) in connection with the company's merger with Agero/Medford Hawk. The disposals occurred as (1) 855 shares in a change-of-control transaction on 2026-04-25 and (2) 21,495 shares tendered to the issuer on 2026-04-28. Under the merger terms each RSU converted to a cash right at the Offer Price of $5.50 per share, so the total cash received was about $122,925 (22,350 × $5.50).
Key Details
- Transaction dates: 2026-04-25 (855 shares) and 2026-04-28 (21,495 shares).
- Per-share price: $5.50 (the Offer Price under the Merger Agreement).
- Estimated total value: ~$122,925.
- Securities were RSUs (each RSU represented a right to one share); RSUs accelerated and were cancelled for cash at closing.
- Footnote: prior reports inadvertently included 684 shares; those were excluded from this filing.
- Form 4 filed 2026-04-28 reporting these dispositions tied to the merger; the filing does not indicate a late report.
- Shares owned after the transactions are not specified in the provided Form 4 details.
Context
These were not open-market sales but cash settlements of RSUs under the Merger Agreement (tender/merger consideration). Dispositions due to a change of control are routine outcomes of M&A deals and reflect the contractual conversion of equity awards into cash rather than a voluntary market sale.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2][F3][F4]2026-04-25−855→ 21,495 total - Disposition to Issuer
Common Stock
[F4][F5]2026-04-28−21,495→ 0 total
Footnotes (5)
- [F1]Excludes 684 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.