Makkai Andrea 4

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.