Welcome to our dedicated page for Urgent.ly SEC filings (Ticker: ULY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Urgent.ly Inc. (ULY) SEC filings page provides access to the company’s official regulatory documents as filed with the U.S. Securities and Exchange Commission. Urgently, a U.S.-based provider of digital roadside and mobility assistance technology and services, uses these filings to report its financial condition, governance structure, risk factors and material events related to its Nasdaq Capital Market listing.
Through this page, readers can review annual reports on Form 10-K and quarterly reports on Form 10-Q, which include audited and unaudited financial statements, management’s discussion and analysis, and disclosures about Urgently’s digitally native software platform, capital structure and risk profile. These filings explain how the company presents GAAP measures alongside non-GAAP operating expenses and non-GAAP operating income (loss), and how it defines and reconciles those non-GAAP metrics.
Users can also examine current reports on Form 8-K, where Urgently discloses material events such as quarterly earnings releases, notices from Nasdaq regarding non-compliance with continued listing standards, executive appointments and departures, board resignations, and entry into material definitive agreements. Examples include 8-K filings describing Nasdaq Listing Rule 5550(b) compliance matters and the launch of an “at the market” offering program under a Sales Agreement for common stock.
The page additionally includes proxy materials such as the definitive proxy statement on Schedule 14A. These documents detail the composition of Urgently’s board of directors, committee structures, director elections, executive compensation, corporate governance policies and the agenda for the company’s annual meeting of stockholders, which Urgently conducts virtually via webcast.
Stock Titan enhances these filings with AI-powered summaries that highlight key points from lengthy documents, helping readers quickly understand items such as changes in operating performance, capital raising activities, listing status developments and governance decisions. Real-time updates from EDGAR ensure that new 10-K, 10-Q, 8-K and proxy filings appear promptly, while insider-related filings such as Forms 3, 4 and 5 (when available) can provide additional context on equity ownership and transactions by directors and officers.
By using this SEC filings page, investors and researchers can review Urgently’s historical and current disclosures in one place, while AI-generated insights help interpret complex sections and identify the information most relevant to their analysis of ULY.
Urgent.ly Inc. is the subject of a tender offer by Medford Hawk, Inc., a wholly owned subsidiary of Agero, Inc., to acquire any and all issued and outstanding shares of Urgent.ly for $5.50 per share in cash pursuant to the Offer to Purchase dated March 30, 2026. The Schedule TO incorporates the Offer to Purchase and the Agreement and Plan of Merger dated March 13, 2026. As of March 26, 2026, Urgent.ly had 2,196,934 shares issued and outstanding, plus 1,440 options, 148,559 restricted stock units and 47 warrant shares referenced in the disclosure.
Urgent.ly Inc. disclosed a Schedule TO-C related to a proposed acquisition by Agero, Inc. through its subsidiary Medford Hawk, Inc. under an Agreement and Plan of Merger dated March 13, 2026. The filing states the tender offer has not yet commenced and includes a Waiver of Offer Commencement Deadline.
The communication is informational only and states that when the tender offer is commenced, Parent and Purchaser will file a Tender Offer Statement on Schedule TO and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9.
Urgent.ly Inc. files its annual report describing a connected mobility assistance platform that handled 7.2 million service requests and worked with about 13,500 service providers as of December 31, 2025. The company highlights a pending cash tender offer and merger at $5.50 per share that would take it private, alongside recent delisting from Nasdaq, with its stock now quoted on OTCQB. The filing discloses operating losses of $8.9 million in 2025, an accumulated deficit of $219.2 million, going‑concern risks, customer concentration where the top three partners generated 58% of 2025 revenue, heavy reliance on additional capital and debt waivers, and significant cybersecurity, regulatory and competitive pressures on its business model.
Urgent.ly Inc. is the target of a proposed cash tender offer by Medford Hawk, Inc., a wholly owned subsidiary of Agero, Inc., to acquire all outstanding shares at $5.50 per share in cash under an Agreement and Plan of Merger dated March 13, 2026.
Purchaser must commence the Offer no later than March 27, 2026. If the Offer is successful and the conditions are satisfied, Purchaser will merge with and into Urgent.ly pursuant to Section 251(h) of the Delaware General Corporation Law, leaving Urgent.ly as a wholly owned subsidiary of Parent.
Urgent.ly Inc. shareholders were reported to include Beryl-affiliated entities holding a combined 200,000 shares (reported) representing 9.1% of Common Stock for Beryl Capital Management and David A. Witkin, and 147,909 shares (reported) for Beryl Capital Partners II (6.8%).
The Schedule 13G states these positions are shared power holdings and includes an ownership percentage calculated on November 10, 2025 outstanding share data; the filing describes group relationships and disclaims beneficial ownership beyond pecuniary interest.
Urgent.ly Inc. announced that it failed to regain compliance with Nasdaq’s net income or alternative listing standards by the March 16, 2026 deadline. Nasdaq will suspend trading in the company’s common stock at the open on March 18, 2026, with delisting to follow after a Form 25 is filed.
The company expects its shares to be quoted on the OTC Markets platform and has applied to trade on the OTCQB Venture Market, though trading could temporarily occur on OTC Pink and there is no assurance of sustained liquidity or pricing. Urgent.ly will remain an SEC-reporting company while a planned cash tender offer by Agero, Inc. and a subsequent merger are pursued, and it does not expect the Nasdaq delisting to affect ongoing business operations.
Urgent.ly Inc. agreed to be acquired by Agero, Inc. for $5.50 in cash per share through a tender offer followed by a merger, after its board unanimously approved the deal and recommended that stockholders tender their shares. A wholly owned Agero subsidiary will launch the offer, which must receive at least a majority of outstanding shares and satisfy customary regulatory and closing conditions; the parties expect closing by the end of May 2026.
At closing, remaining shares, vested RSUs and in-the-money options will convert into cash based on the $5.50 price, while out-of-the-money options will be cancelled. Urgently also amended its MidCap revolving credit facility and second-lien term loan, temporarily cutting minimum liquidity covenants to $2 million and aligning near-term maturities and fees with successful completion of the merger. A termination of the merger under specified conditions could trigger a $3.0 million break fee.
For Q4 2025, Urgently reported revenue of $33.3 million, up 4% year over year, with gross profit rising to $8.7 million and gross margin improving to 26%. Full-year 2025 revenue was $129.2 million and GAAP operating loss narrowed to $8.9 million, while non-GAAP operating results were near breakeven.
Urgent.ly Inc. Chief Executive Officer and director Matthew Booth had 1,615 shares of common stock withheld at $2.02 per share on February 20, 2026 to satisfy tax obligations related to vesting restricted stock units. After this tax-withholding disposition, he directly owned 58,842 common shares.
Urgent.ly Inc. principal accounting officer Andrea Makkai reported a small tax-related share disposition. On the vesting of restricted stock units, 121 shares of common stock were withheld at $2.02 per share to cover taxes, leaving her with 11,933 shares of directly held common stock.
Urgent.ly Inc. director Suzie Doran reported a stock-based award of 833 shares of common stock on January 28, 2026. The shares are represented by restricted stock units that vest on the earlier of January 28, 2027 or the company’s next annual stockholder meeting.
After this grant, Doran beneficially owns 8,455 shares of Urgent.ly common stock in direct form. The share amounts in this report have been adjusted to reflect a 1‑for‑12 reverse stock split of Urgent.ly’s common stock that became effective on March 17, 2025.