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Urgent.ly Inc. filed Amendment No. 1 to its Schedule 14D-9 supplementing disclosures about the proposed cash acquisition by Medford Hawk, Inc./Agero at an Offer Price of $5.50 per share. The amendment describes additional advisor engagements, financing history, board actions and supplemental non‑public projections used in the company’s review.
The filing discloses advisor payments and fees, including $90,000 of retainers and a $350,000 success fee to Alchemy Advisors, and an estimated contingent fee to Pericles of $4,310,000. It summarizes an October 2025 Alternative Forecast (including an assumed cash infusion of over $40 million) and provides multi‑year projection line items for Total Revenue and EBITDA for 2025–2029.
Urgent.ly Inc. reported that Principal Accounting Officer Andrea Makkai acquired 10,000 shares of common stock on a grant or award basis. These shares are represented by restricted stock units, or RSUs, valued at $5.40 per share in the filing.
The RSUs vest in four equal annual installments beginning on April 8, 2027, meaning the award is tied to multi-year service. Following this grant, Makkai’s direct holdings total 21,933 shares of Urgent.ly common stock, reflecting a routine compensation-related equity award rather than an open-market purchase.
Booth Matthew reported acquisition or exercise transactions in this Form 4 filing.
Urgent.ly Inc. Chief Executive Officer Matthew Booth received an equity award of 23,000 shares of common stock in the form of restricted stock units valued at $5.40 per share. These RSUs vest in four equal annual installments beginning on April 8, 2027. Following this grant, Booth directly holds 81,842 shares of Urgent.ly common stock, showing a significant portion of his compensation remains tied to the company’s future performance.
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.