Agero to buy Urgently (NASDAQ: ULY) in $5.50-per-share cash deal
Rhea-AI Filing Summary
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.
Positive
- Agero cash acquisition at $5.50 per share provides Urgently stockholders with a definitive liquidity event, subject to tender and regulatory conditions.
- Improving operating performance in 2025, with GAAP operating loss reduced to $8.9 million from $27.2 million and Q4 non-GAAP operating income turning slightly positive.
Negative
- None.
Insights
Agero’s $5.50-per-share cash deal gives Urgently stockholders a defined exit while stabilizing near-term debt pressure.
The transaction is a full cash acquisition via tender offer at $5.50 per share, followed by a short-form merger. Board approval and support agreements covering about 5.12% of shares give the deal credible momentum, though completion still depends on minimum tender and regulatory conditions.
Urgently’s capital structure shows strain: cash of $5.3M against current liabilities of $90.1M, including a $50.6M current debt portion and revolver borrowings. The MidCap and second-lien amendments temporarily relax liquidity covenants and adjust maturities and fees, but these benefits are largely contingent on closing the merger by July 31, 2026.
Operationally, 2025 results mix modest top-line pressure with clear cost progress: revenue fell to $129.2M from $142.9M, yet GAAP operating loss shrank to $8.9M and Q4 non-GAAP operating income turned slightly positive. The deal effectively crystallizes value amid ongoing leverage and liquidity challenges, making successful execution of the tender offer and subsequent merger the central catalyst in upcoming disclosures.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On March 13, 2026, Urgent.ly Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Agero, Inc., a Nevada corporation (“Parent”), and Medford Hawk, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). The Merger Agreement provides for, among other things: (i) the acquisition of all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), by Parent through a cash tender offer (the “Offer”) by Purchaser, at a price per share of $5.50 (the “Offer Price”) net to the holder thereof in cash, without interest and subject to any applicable withholding taxes; and (ii) the merger of Purchaser with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.
Following the recommendation of a transaction committee of the Company’s Board of Directors (the “Board”) formed for such purpose, has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement, (ii) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (collectively, the “Transactions”) are fair to, and in the best interests of, the Company and its stockholders, (iii) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the Offer, the Merger and the other Transactions upon the terms and subject to the conditions contained in the Merger Agreement and (iv) resolved to recommend that the Company’s stockholders accept the Offer and tender their shares of Common Stock to Purchaser pursuant to the Offer. Under the Merger Agreement, the Purchaser is required to commence the Offer as promptly as practicable, and in any event no later than 10 business days after the date of the Merger Agreement and the Company is required to cooperate in connection therewith.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the holders of Common Stock, (i) each outstanding share of Common Stock, other than any shares of Common Stock held in the treasury of the Company, or by any stockholders of the Company who are entitled to and who properly exercise and perfect (and do not lose or properly withdraw) a demand for appraisal rights under Delaware law, will be converted into the right to receive an amount of cash equal to the Offer Price; (ii) each restricted stock unit award to receive shares of Common Stock (the “Company RSU Awards”) outstanding as of immediately prior to the Effective Time will accelerate vesting in full and be cancelled and converted into and will become a right to receive an amount in cash, without interest and subject to withholding for all required taxes, equal to the product obtained by multiplying (x) the Offer Price by (y) the total number of shares of Common Stock subject to such Company RSU Award (the “RSU Award Consideration”); and (iii) each option to purchase shares of Common Stock from the Company (a “Company Option”) that is outstanding and unexercised as of immediately prior to the Effective Time will accelerate vesting in full and be cancelled and converted into and will become a right to receive an amount in cash, without interest and subject to withholding for all required taxes, equal to the product obtained by multiplying (x) the amount, if any, by which the Offer Price exceeds the exercise price per share attributable to such Company Option by (y) the total number of shares of Common Stock issuable upon exercise in full of such Company Option (the “Company Option Consideration”). Any Company Option for which the exercise price per share attributable to such Company Option is equal to or greater than the Offer Price will be cancelled without any cash payment or other consideration payable in respect thereof. As of the Effective Time, all Company RSU Awards and Company Options will no longer be outstanding and will automatically cease to exist, and each holder of a Company RSU Award or Company Option, as the case may be, will cease to have any rights with respect thereto, except the right to receive the Company RSU Award Consideration or the Company Option Consideration, respectively.
Purchaser’s obligation to accept shares of Common Stock tendered in the Offer is subject to conditions, including, but not limited to: (i) that prior to the expiration of the Offer, at least a majority of the then-outstanding Common Stock will be validly tendered and not validly withdrawn in accordance with the terms of the Offer; (ii) no Governmental Authority shall have enacted, issued or promulgated any law that is in effect as of immediately prior to the expiration of the Offer or issued or granted any orders or injunction that is in effect as of immediately prior to the expiration of the Offer, in each case, which has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Transactions; (iii) the accuracy of the representations and warranties made by the Company in the Merger Agreement, subject to specified materiality qualifications; and (iv) compliance by the Company with its covenants under the Merger Agreement in all material respects. The obligations of Parent and Purchaser to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing condition.
Following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the DGCL, without any additional Company stockholder approvals. The Merger will be effected as soon as practicable following the time of purchase by Purchaser of shares of Common Stock validly tendered and not withdrawn in the Offer.
The Merger Agreement contains representations and warranties from both the Company, on the one hand, and Parent and Purchaser, on the other hand, customary for a transaction of this nature. The Merger Agreement also contains customary covenants and agreements, including with respect to the operations of the business of the Company between the date of the Merger Agreement and the Acceptance Time. The Company will be subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to, and continue or participate in discussions and engage in negotiations with, third parties regarding any alternative acquisition proposals, subject to a customary “fiduciary out” provision that allows the Company, under certain specified circumstances and subject to other terms and conditions in the Merger Agreement, to provide information to, and continue or participate in discussions and engage in negotiations with, third parties with respect to an alternative acquisition proposal if the Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that such alternative acquisition proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, and the Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such actions could reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law.
The Merger Agreement contains customary termination rights for both Parent and Purchaser, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on or before July 31, 2026. If the Merger Agreement is terminated under certain circumstances and, following the execution and delivery of the Merger Agreement and prior to any such termination, an Acquisition Proposal has been made to the Company or the Board or publicly announced or publicly disclosed and not withdrawn or otherwise abandoned, and within one year of such termination, either an Acquisition Transaction is consummated, or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated, then the Company will be required to pay Parent a termination fee of $3.0 million.
The Merger Agreement also provides that Parent and Purchaser, on the one hand, or the Company, on the other hand, may specifically enforce the obligations under the Merger Agreement, including the obligation to consummate the Offer and the Merger if the applicable conditions set forth in the Merger Agreement are satisfied.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Purchaser or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by the Company, on the one hand, and Parent and Purchaser, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the Merger Agreement, including information in confidential disclosure schedules delivered in connection with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the Company, on the one hand, and Parent and Purchaser, on the other hand, rather than establishing matters as facts. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about the Company, Parent, Purchaser or their respective subsidiaries or affiliates at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Amendment to MidCap Financial Revolving Credit Facility
On March 13, 2026, the Company entered into Amendment No. 1 to the Credit, Security and Guaranty Agreement (the “MidCap Amendment”), among the Company, certain of its subsidiaries, MidCap Funding IV Trust, as agent (the “Agent”) and the financial institutions or other entities from time to time party thereto as lenders (the “Lenders”). The MidCap Amendment amends the Credit, Security and Guaranty Agreement, dated as of February 26, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “MidCap Credit Agreement”), among the Company, certain of its subsidiaries, the Agent, the Lenders and the other parties thereto to, among other things, (i) temporarily reduce the Minimum Liquidity Amount (as defined in the MidCap Credit Agreement), from $5,000,000 to $2,000,000 until the earliest of (a) the consummation of the Merger, (b) the date of occurrence of any Event of Default (as defined in the MidCap Credit Agreement) and (c) July 31, 2026. The maturity date under the MidCap Credit Agreement is the earlier of: (a) February 26, 2028 or (b) 120 days prior to the maturity of the Second Lien Loan Agreement (as defined below). Upon the effectiveness of the MidCap Amendment and the Ninth Amendment (as defined below), the MidCap Credit Agreement will mature on July 31, 2026. The MidCap Amendment also provides for a $250,000 amendment fee, payable in five equal installments.
The MidCap Credit Agreement Amendment is attached hereto as Exhibit 2.2 and is incorporated herein by reference. The foregoing description of the MidCap Amendment is qualified in its entirety by reference to the full text thereof.
Amendment to Second Lien Term Loan
On March 13, 2026, the Company entered into the Ninth Amendment to Loan and Security Agreement (the “Ninth Amendment”) among the Company, certain of its subsidiaries, the lenders party thereto (the “Second Lien Lenders”) and Alter Domus (US) LLC, as administrative and collateral agent (in such capacity, the “Second Lien Agent”). The Ninth Amendment amends the Loan and Security Agreement, dated as of December 16, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Loan Agreement”), among the Company, the subsidiaries of the Company party thereto, the Second Lien Lenders and the Second Lien Agent to, among other things, (i) temporarily reduce the Minimum Liquidity Amount (as defined in the Ninth Amendment), from $5,000,000 to $2,000,000 until the earliest of (a) July 31, 2026, (b) the date on which the Merger Agreement is amended, terminated or otherwise modified in a manner materially adverse to the Company or the Second Lien Lenders, or compliance with any material provision thereof is waived by the Company in a manner that is materially adverse to the Company or the Second Lien Lenders (including any amendment or waiver adding additional or heightened conditionality, or any decrease to the consideration thereunder by more than 5.0%), in each case without the prior written consent of the Lenders and (c) the date of occurrence of Event of Default, (as defined in the Second Lien Loan Agreement), (ii) extend the maturity date thereunder from July 31, 2026 to November 28, 2026 and (iii) provide for the payment of an amendment fee in an amount of 2% of the aggregate outstanding principal of the Term Loans (as defined in the Ninth Amendment) (the “Amendment Fee”). Further, the Ninth Amendment provides for the waiver of (a) any interest accruing on the Term Loans from March 31, 2026 until the date of repayment of the Term Loans, and (b) the Amendment Fee, provided that (i) the Transactions are consummated substantially in accordance with the Merger Agreement on or before July 31, 2026 and substantially concurrently therewith, the Term Loans are repaid in full, and (ii) the Merger Agreement is not amended, terminated or otherwise modified in a manner materially adverse to the Borrower or the Second Lien Lenders, and compliance with any material provision thereof is not waived by the Borrower in a manner that is materially adverse to the Borrower or the Second Lien Lenders (including any amendment or waiver adding additional or heightened conditionality, or any decrease to the consideration thereunder by more than 5.0%), in each case without the prior written consent of the Lenders.
The Ninth Amendment’s effectiveness is contingent upon (among other things) (i) the execution of the Merger Agreement, (ii) the execution of the MidCap Amendment and (iii) the execution of an amendment to the Company’s Series 2022A Convertible Notes.
The Ninth Amendment is attached hereto as Exhibit 2.3 and is incorporated herein by reference. The foregoing description of the Ninth Amendment is qualified in its entirety by reference to the full text thereof.
Tender and Support Agreements
In connection with the execution of the Merger Agreement, on March 13, 2026, Parent and Purchaser entered into tender and support agreements (each, a “Support Agreement”) with the Company’s officers and directors and certain of the Company’s stockholders (collectively, the “Support Agreement Parties”). The Support Agreements provide that, among other things, the Support Agreement Parties irrevocably tender the shares of Common Stock beneficially owned by them as of the date thereof in the Offer, upon the terms and subject to the conditions of such Support Agreements. The Support Agreements also contain restrictions on transfer of shares of Company Common Stock held by the Support Agreement Parties (the “Subject Shares”), subject to certain exceptions, and certain obligations with respect to voting of the Subject Shares in favor of the Transactions and against any alternative acquisition proposal. The shares of Common Stock subject to the Support Agreements comprise approximately 5.12% of the Company’s outstanding shares of Common Stock as of March 13, 2026. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement, if the Board or the Transaction Committee votes to approve a superior proposal or the Board has effected a change in the recommendation of the Board or the Transaction Committee, as applicable.
The foregoing description of the Support Agreements and the transactions contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Support Agreements, the form of which is attached hereto as Exhibit 2.4 and is incorporated herein by reference.
| Item 2.02. | Results of Operations and Financial Condition. |
On March 13, 2026, the Company issued a press release announcing its financial results for the three and twelve months ended December 31, 2025. A copy of the press release is hereby furnished to the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and will not be incorporated by reference into any filing under the Securities Act of 1933 (the “Securities Act”), as amended, unless specifically identified therein as being incorporated therein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On March 13, 2026, the Company issued a press release announcing the execution of the Merger Agreement, a copy of which is attached as Exhibit 99.2 and incorporated by reference herein.
The information furnished in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of March 13, 2026, by and among the Company, Parent and Purchaser* | |
| 2.2 | Amendment No. 1 to MidCap Financial Revolving Credit Facility dated March 13, 2026. | |
| 2.3 | Ninth Amendment to Loan and Security Agreement dated March 13, 2026. | |
| 2.4 | Form of Support Agreement. | |
| 99.1 | Press Release dated as of March 13, 2026. | |
| 99.2 | Press Release dated as of March 13, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
| * | Schedules, exhibits and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules, exhibits and annexes upon request by the SEC. |
Additional Information and Where to Find It
The Offer has not yet commenced. This Current Report on Form 8-K is for informational purposes only and does not constitute a recommendation with respect to the proposed tender offer, an offer to purchase, or a solicitation of an offer to sell any securities of the Company or any other entity, nor is it a substitute for any tender offer materials that Parent, Purchaser or the Company will file with the SEC. A solicitation and an offer to buy securities of the Company will be made only pursuant to an offer to purchase and related materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser will file a Tender Offer Statement on Schedule TO with the SEC, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents will be made available for free at the SEC’s website at www.sec.gov. Investors and securityholders may also obtain, free of charge, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that the Company has filed with or furnished to the SEC under the “SEC Filings” section of the Company’s investor relations website at https://investors.geturgently.com/financials/sec-filings.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements”. These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “could,” “expects,” “plans,” “anticipates,” “believes,” and similar expressions intended to identify forward-looking statements. These statements reflect the Company’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Offer, the Merger and other related matters, prospective performance and opportunities, post-closing operations and the outlook for the businesses of the Company and Parent; and any assumptions underlying any of the foregoing. The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the Offer and the Merger (ii) the risk that the Offer or the Merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of the Company’s stockholders tendering their shares in the Offer; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee or other expenses; (vii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company’s ability to retain and hire key personnel, its ability to maintain
relationships with its customer partners and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and (x) other factors as set forth from time to time in the Company’s filings with the SEC, including its Form 10-K for the fiscal year ended December 31, 2024 which was filed with the SEC on March 14, 2025, as amended by the Annual Report on Form 10-K/A, which was filed with the SEC on April 17, 2025, and any subsequent Quarterly Reports on Form 10-Q.
Any forward-looking statements set forth in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K. The Company does not intend to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof other than as required by law. You are cautioned not to place undue reliance on any forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: March 13, 2026
| URGENT.LY INC. | ||
| By: | /s/ Matthew Booth | |
| Matthew Booth | ||
| Chief Executive Officer | ||
EXHIBIT 99.1
URGENTLY ANNOUNCES FOURTH QUARTER 2025 FINANCIAL RESULTS
Urgently Delivers Q4 2025 Revenue Growth, Margin Expansion, GAAP Operating Loss Reduction and Non-GAAP Operating Income
ASHBURN, VA – March 13, 2026 – Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the fourth quarter and year ended December 31, 2025.
“We’re pleased to report continued progress and positive momentum in our financial performance. In the fourth quarter, revenue grew 4% year-over-year, gross profit increased 23% to $8.7 million, and gross margin expanded to 26%, which was a 4-point improvement over the prior year period,” said Matt Booth, CEO of Urgently. “For the full year, we significantly reduced operating expenses by delivering an improvement of 29% in GAAP operating expenses and a 32% improvement in non-GAAP operating expenses. Most notably, we achieved a reduction in GAAP operating loss and delivered our second consecutive quarter of positive non-GAAP operating income. As we look out to the balance of the year, we remain focused on driving a return to growth by expanding relationships with existing customer partners and developing new customer partner opportunities, while continuing to deliver exceptional customer satisfaction scores.”
Fourth Quarter 2025 Updates:
| • | Revenue of $33.3 million, an increase of 4% year over year. |
| • | Gross profit of $8.7 million, an increase of 23% year over year. |
| • | Gross margin of 26% compared to 22% in the prior year period. |
| • | GAAP operating expenses of $11.2 million, an improvement of 4%, compared to $11.7 million in the prior year period. |
| • | Non-GAAP operating expenses of $8.6 million, an improvement of 15%, compared to $10.1 million in the prior year period. |
| • | GAAP operating loss of $2.5 million compared to $4.6 million in the prior year period, an improvement of 46%. |
| • | Non-GAAP operating income of $0.2 million, an improvement of 106%, compared to a non-GAAP loss of $3.0 million in the prior year period. |
| • | Approximately 194,000 dispatches completed. |
| • | Consumer satisfaction score of 4.7 out of 5 stars. |
Fourth Quarter Year-to-Date 2025 Updates:
| • | Revenue of $129.2 million, a decrease of 10% year over year. |
| • | Gross profit of $32.8 million, an increase of 4% year over year. |
| • | Gross margin of 25% compared to 22% in the prior year period. |
| • | GAAP operating expenses of $41.6 million, an improvement of 29%, compared to $58.8 million in the prior year period. |
| • | Non-GAAP operating expenses of $33.0 million, an improvement of 32%, compared to $48.8 million in the prior year period. |
| • | GAAP operating loss of $8.9 million compared to $27.2 million in the prior year period, an improvement of 67%. |
| • | Non-GAAP operating loss of $0.3 million, an improvement of 98%, compared to $17.2 million in the prior year period. |
| • | Approximately 768,000 dispatches completed. |
| • | Consumer satisfaction score of 4.6 out of 5 stars. |
Cancellation of Earnings Call and Suspension of Guidance
Urgently also announced today that is has entered into a definitive merger agreement to be acquired by Agero, Inc. (“Agero”). A copy of the press release can be found by visiting the Investor Relations section of the Urgently corporate website at www.investors.geturgently.com. In light of the announced transaction with Agero, Urgently will not host an earnings conference call. In addition, Urgently will not provide guidance for the first quarter 2026 or the full year 2026 as a result of the pending transaction.
About Urgently
Urgently is focused on helping everyone move safely, without disruption, by safeguarding drivers, promptly assisting their journey, and employing technology to proactively avert possible issues. The company’s digitally native software platform combines location-based services, real-time data, AI and machine-to-machine communication to power roadside assistance solutions for leading brands across automotive, insurance, telematics and other transportation-focused verticals. Urgently fulfills the demand for connected roadside assistance services, enabling its partners to deliver exceptional user experiences that drive high customer satisfaction and loyalty, by delivering innovative, transparent and exceptional connected mobility assistance experiences on a global scale. For more information, visit www.geturgently.com.
For media and investment inquiries, please contact:
Press: media@geturgently.com
Investor Relations: investorrelations@geturgently.com
Non-GAAP Financial Measures
In addition to our financial information presented in accordance with GAAP, we believe non-GAAP operating expenses and non-GAAP operating income (loss) are useful to investors in evaluating our operating performance. We use the non-GAAP financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that the non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, may be helpful to investors because they provide consistency and comparability with past financial performance and meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations, or outlook. The non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as analytical tools, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures used by other companies. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, which could reduce the usefulness of the non-GAAP financial measures presented herein as a tool for comparison.
A reconciliation is provided below for each of the non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to our most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business. We define non-GAAP operating expenses as operating expenses, excluding depreciation and amortization expense, stock-based compensation expense, and non-recurring charges (or income) such as transaction and restructuring costs. We define non-GAAP operating income (loss) as operating loss, excluding depreciation and amortization expense, stock-based compensation expense, and non-recurring charges (or income) such as transaction and restructuring costs.
For a discussion of non-GAAP operating expenses and non-GAAP operating income (loss), please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Urgently’s Annual Report on Form 10-K for the year ended December 31, 2025, which will be filed with the Securities and Exchange Commission (the “SEC”) by March 31, 2026.
Forward Looking Statements
This press release contains or may contain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or Urgently’s future financial or operating performance, potential creation of long-term value or growth of new accounts. Such statements are based upon current plans, estimates and expectations of management of Urgently in light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Forward-looking terms such as “may,” “will,” “could,” “should,” “would,” “plan,” “potential,” “intend,” “anticipate,” “project,” “predict,” “target,” “believe,” “continue,” “estimate” or “expect” or the negative of these words or other words, terms and phrases of similar nature are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements, other than historical facts, including, without limitation, statements regarding Urgently’s profitability; Urgently’s customer base; Urgently’s market position against current and future competitors; and any assumptions underlying any of the foregoing are forward looking statements.
There are a significant number of factors that could cause actual results to differ materially from statements made in this press release and our earnings call, including but not limited to: risks associated with our ability to raise funds through future financings and the sufficiency of our cash and cash equivalents to meet our liquidity needs; our history of losses; our limited operating history; our ability to service our debt, comply with our debt agreements and refinance our obligations under such agreements, including by successfully deploying the capital from the revolving credit facility and repaying our new and existing debt facilities; our ability to refinance our existing debt facilities or enter into a new debt facility; our ability to reduce our operating expenses and, in the long term, bring operating expense fluctuations into alignment with targeted investments in growth; our ability to retain customers and expand existing customers’ use of our platform; our ability to attract new customers; our ability to expand into new solutions, technologies and geographic regions; our ability to adequately forecast consumer demand and optimize our network of service providers; our ability to compete in the markets in which we participate; our ability to comply with laws and regulations applicable to our business; our ability to continue as a going concern; our ability to develop and maintain an effective system of internal controls and procedures and accurately report our financial results in a timely manner; and expectations regarding the impact of weather events, natural disasters or health epidemics on our business.
Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the SEC, including in our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 14, 2025, as amended by our annual report on Form 10-K/A, which was filed with the SEC on April 17, 2025, our quarterly reports on Form 10-Q, and other filings and reports that we may file from time to time with the SEC. Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. We disclaim any obligation to update forward-looking statements.
Consolidated Balance Sheets
(in thousands)
(unaudited)
| December 31, 2025 | December 31, 2024 | |||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 5,289 | $ | 14,179 | ||||
| Accounts receivable, net |
21,900 | 22,890 | ||||||
| Prepaid expenses and other current assets |
3,383 | 3,687 | ||||||
|
|
|
|
|
|||||
| Total current assets |
30,572 | 40,756 | ||||||
| Right-of-use assets |
— | 810 | ||||||
| Property and equipment, net |
1,269 | 1,577 | ||||||
| Capitalized software costs, net |
7,061 | 4,637 | ||||||
| Intangible assets, net |
2,836 | 4,396 | ||||||
| Other non-current assets |
1,915 | 1,895 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 43,653 | $ | 54,071 | ||||
|
|
|
|
|
|||||
| Liabilities and Stockholders’ Deficit |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 2,512 | $ | 2,900 | ||||
| Accrued expenses and other current liabilities |
24,283 | 19,991 | ||||||
| Current lease liabilities |
— | 446 | ||||||
| Revolving credit facility, net |
12,721 | — | ||||||
| Current portion of long-term debt, net |
50,585 | 14,257 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
90,101 | 37,594 | ||||||
| Long-term lease liabilities |
— | 466 | ||||||
| Long-term debt, net |
— | 39,883 | ||||||
| Other long-term liabilities |
— | 7,798 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
90,101 | 85,741 | ||||||
|
|
|
|
|
|||||
| Stockholders’ deficit: |
||||||||
| Common stock |
2 | 1 | ||||||
| Additional paid-in capital |
172,773 | 167,125 | ||||||
| Accumulated deficit |
(219,223 | ) | (198,796 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ deficit |
(46,448 | ) | (31,670 | ) | ||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ deficit |
$ | 43,653 | $ | 54,071 | ||||
|
|
|
|
|
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Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue |
$ | 33,292 | $ | 32,030 | $ | 129,194 | $ | 142,905 | ||||||||
| Cost of revenue |
24,549 | 24,917 | 96,418 | 111,346 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
8,743 | 7,113 | 32,776 | 31,559 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
1,774 | 2,823 | 7,210 | 13,932 | ||||||||||||
| Sales and marketing |
803 | 717 | 2,917 | 5,870 | ||||||||||||
| Operations and support |
2,496 | 2,546 | 9,750 | 13,436 | ||||||||||||
| General and administrative |
4,874 | 4,751 | 17,203 | 21,288 | ||||||||||||
| Depreciation and amortization |
1,300 | 891 | 4,569 | 4,227 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
11,247 | 11,728 | 41,649 | 58,753 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating loss |
(2,504 | ) | (4,615 | ) | (8,873 | ) | (27,194 | ) | ||||||||
| Other income (expense), net: |
||||||||||||||||
| Interest expense, net |
(3,573 | ) | (3,080 | ) | (13,588 | ) | (13,187 | ) | ||||||||
| Change in fair value of derivative liability |
— | — | (209 | ) | — | |||||||||||
| Change in fair value of accrued purchase consideration |
16 | 108 | 169 | 1,692 | ||||||||||||
| Loss on debt extinguishment |
— | — | — | (1,405 | ) | |||||||||||
| Loss on divestiture |
— | — | — | (3,290 | ) | |||||||||||
| Income (loss) from equity method investment |
(10 | ) | — | 205 | — | |||||||||||
| Other income (expense), net |
9 | (47 | ) | (16 | ) | 604 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other expense, net |
(3,558 | ) | (3,019 | ) | (13,439 | ) | (15,586 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss before income taxes |
(6,062 | ) | (7,634 | ) | (22,312 | ) | (42,780 | ) | ||||||||
| Income tax expense (benefit) |
(1,910 | ) | 1,098 | (1,885 | ) | 1,247 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss |
$ | (4,152 | ) | $ | (8,732 | ) | $ | (20,427 | ) | $ | (44,027 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss per share: |
||||||||||||||||
| Basic and diluted |
$ | (1.97 | ) | $ | (7.77 | ) | $ | (13.69 | ) | $ | (39.36 | ) | ||||
|
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|
|
|
|
|
|
|||||||||
Non-GAAP Financial Measures
(in thousands)
(unaudited)
Reconciliation of Operating Expenses to Non-GAAP Operating Expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses |
$ | 9,880 | $ | 13,656 | $ | 30,402 | $ | 47,025 | ||||||||
| Less: Depreciation and amortization expense |
(1,204 | ) | (1,130 | ) | (3,269 | ) | (3,336 | ) | ||||||||
| Less: Stock-based compensation expense |
(293 | ) | (609 | ) | (1,213 | ) | (1,765 | ) | ||||||||
| Less: Non-recurring transaction costs |
(419 | ) | (638 | ) | (972 | ) | (1,571 | ) | ||||||||
| Less: Restructuring costs |
24 | (569 | ) | (465 | ) | (1,693 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP operating expenses |
$ | 7,988 | $ | 10,710 | $ | 24,483 | $ | 38,660 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Reconciliation of Operating Loss to Non-GAAP Operating Income (Loss)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating loss |
$ | (2,504 | ) | $ | (4,615 | ) | $ | (8,873 | ) | $ | (27,194 | ) | ||||
| Add: Depreciation and amortization expense |
1,300 | 891 | 4,569 | 4,227 | ||||||||||||
| Add: Stock-based compensation expense |
291 | 594 | 1,504 | 2,359 | ||||||||||||
| Add: Non-recurring transaction costs |
1,096 | 80 | 2,068 | 1,651 | ||||||||||||
| Add: Restructuring costs |
— | 63 | 465 | 1,756 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP operating income (loss) |
$ | 183 | $ | (2,987 | ) | $ | (267 | ) | $ | (17,201 | ) | |||||
|
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|||||||||
EXHIBIT 99.2
Joint Press Release Final
Agero Enters into Agreement to Acquire Urgently, for
$5.50 in Cash Per Share, Expanding Tech-Driven
Roadside Assistance Across Automotive, Fleet,
Rental, and Insurance Markets
Acquisition combines Urgently and Agero’s industry-leading technology and scale to enhance experiences for automakers, insurers, mobility and service providers
MEDFORD, Mass. & ASHBURN, Va. – March 13, 2026 – Agero, Inc., the leading white-label provider of digital driver assistance services and software for major automotive and auto insurance brands, today announced that it has entered into an agreement to acquire Urgent.ly, Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based technology focused provider of roadside and mobility assistance with innovative, tailored solutions within the automotive, fleet, and rental markets, for a cash price of $5.50 per share.
The acquisition brings together two industry leaders that share a vision for advancing roadside assistance through modern technology, AI, data insights, and customer-focused innovation. By combining Urgently and Agero’s operational scale, which serve over 150 million vehicles and managing 13 million events annually, the companies are creating a unified solution that will accelerate an enhanced experience for automakers, dealerships, insurance carriers, fleet operators, and the drivers they serve.
“Urgently has established a strong presence in the automotive, fleet and rental markets with its tech-forward approach,” said David Ferrick, President and CEO of Agero. “By enhancing that foundation with Agero’s platform, service provider network depth and quality, and unmatched scale, we’re positioned to redefine what’s possible in roadside assistance and deliver even greater value to the clients and customers we serve.”
Urgently has a distinguished reputation for its technology-forward approach to roadside assistance, including the use of machine-learning and advanced analytics to optimize dispatch operations, case management, and customer experience outcomes. Agero expects the acquisition will allow these capabilities to scale across a diverse client base while continuing to evolve driver assistance solutions.
“This acquisition presents a natural fit,” said Matthew Booth, CEO of Urgently. “Agero shares our commitment to continually improving the roadside experience through sophisticated technology and unmatched data scale. Together, we will elevate how we serve our customers by combining our strengths to accelerate innovation and growth.”
Both companies emphasized that clients, customers, service providers, and employees should expect steady continuity.
“We’re uniting the best ideas, technology, and talent from Agero and Urgently to create a stronger platform for the entire roadside assistance ecosystem,” added Ferrick. “Our priority is ensuring a seamless experience for the partners who rely on our services every day. Clients will continue working with the same teams and systems as we thoughtfully evaluate how to combine the best capabilities from both organizations.”
The acquisition reflects a broader evolution within the mobility ecosystem, where advanced analytics, machine learning/AI, and real-time data are playing an increasingly important role in improving roadside service delivery and customer satisfaction. The companies expect to accelerate innovation across their roadside assistance solutions, including enhancements in dispatch optimization, customer experience management, and partner-facing technology.
Following the transaction’s completion, Agero will remain a privately held company, continuing to benefit from the long-term commitment provided by the Wolk family ownership since its founding more than 50 years ago.
Pursuant to the terms of the Merger Agreement, a wholly owned subsidiary of Agero will commence a tender offer to acquire all outstanding shares of Urgently common stock for $5.50 per share in cash. The closing of this tender offer is subject to certain customary closing conditions, including the tender of Urgently common stock representing at least a majority of the total number of outstanding shares. Promptly following the closing of the tender offer, Urgently will merge with a subsidiary of Agero, and all remaining shares of Urgently not tendered in the offer (other than dissenting shares) will be converted into the right to receive the same $5.50 cash consideration per
share as provided in the tender offer. The tender offer and merger are expected to close by the end of May 2026, subject to satisfaction of customary closing conditions.
Evercore is acting as exclusive financial advisor to Agero and Morgan Lewis & Bockius LLP is acting as legal advisor to Agero. Pericles Capital Advisors, LLC (whose services are offered through Seaport Global Securities, LLC a full service broker dealer and member of FINRA / SIPC) acted as the exclusive financial advisor and Wilson Sonsini Goodrich and Rosati PC is serving as legal counsel to Urgently.
About Agero
Wherever drivers go, we’re leading the way. Agero’s mission is to reimagine the vehicle ownership experience through a powerful combination of passionate people and data-driven technology, strengthening our clients’ relationships with their customers. As the #1 B2B, white-label provider of digital driver assistance services, we’re pushing the industry in a new direction, taking manual processes, and redefining them as digital, transparent, and connected. This includes: an industry-leading dispatch management platform powered by Swoop; configurable, white-label roadside assistance; comprehensive accident management services; and a growing marketplace of services, discounts and support enabled by a robust partner ecosystem.
The company has over 150 million vehicle coverage points in partnership with leading automobile manufacturers, insurance carriers and many others. Managing one of the largest national networks of independent service providers, Agero responds to approximately 13 million service events annually. Agero, a member company of The Cross Country Group, is headquartered in Medford, Mass., with operations throughout North America. To learn more, visit www.agero.com.
About Urgently
Urgently is focused on helping everyone move safely, without disruption, by safeguarding drivers, promptly assisting their journey, and employing technology to proactively avert possible issues. The company’s digitally native software platform combines location-based services, real-time data, AI and machine-to-machine communication to power roadside assistance solutions for leading brands across automotive, insurance, telematics and other transportation-focused verticals. Urgently fulfills the demand for connected roadside assistance services, enabling its partners to deliver exceptional user experiences that drive high customer satisfaction and loyalty, by delivering innovative, transparent and exceptional connected mobility assistance experiences on a global scale. For more information, visit www.geturgently.com.
Media Contact:
Joe Livarchik
Voxus PR for Agero
agero@voxuspr.com
Additional Information and Where to Find It
The tender offer has not yet commenced. This communication is for informational purposes and does not constitute a recommendation with respect to the proposed tender offer, an offer to purchase, or a solicitation of an offer to sell any securities of Urgently or any other entity, nor is it a substitute for any tender offer materials that Agero, the Purchaser under the Merger Agreement or Urgently will file with the SEC. A solicitation and an offer to buy securities of Urgently will be made only pursuant to an offer to purchase and related materials that Agero and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Agero and Purchaser will file a Tender Offer Statement on Schedule TO with the SEC, and Urgently thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. URGENTLY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of Urgently at no expense to them. The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents will be made available for free at the SEC’s website at www.sec.gov. Investors and securityholders may also obtain, free of charge, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that Urgently has filed with or furnished to the SEC under the “SEC Filings” section of Urgently’s investor relations website at https://investors.geturgently.com/financials/sec-filings.
Forward-Looking Statements
This communication contains “forward-looking statements”. These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Urgently to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,”
“will,” “could,” “expects,” “plans,” “anticipates,” “believes,” and similar expressions intended to identify forward-looking statements. These statements reflect Urgently’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include, without limitation, statements regarding the tender offer, the subsequent merger and other related matters, prospective performance and opportunities, post-closing operations and the outlook for the businesses of Urgently and Agero; and any assumptions underlying any of the foregoing. The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Urgently’s stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Urgently will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require Urgently to pay a termination fee or other expenses; (vii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Urgently’s ability to retain and hire key personnel, its ability to maintain relationships with its customer partners and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from Urgently’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and (x) other factors as set forth from time to time in Urgently’s filings with the SEC, including its Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 14, 2025, as amended by the Annual Report on Form 10-K/A, which was filed with the SEC on April 17, 2025, and any subsequent Quarterly Reports on Form 10-Q.
Any forward-looking statements set forth in this communication speak only as of the date of this communication. Urgently does not intend to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof other than as required by law. You are cautioned not to place undue reliance on any forward-looking statements.
# # #