Urgent.ly Inc. Acquisition Update

A significant shift is underway for Urgent.ly Inc. (ULY). Agero, Inc., through its subsidiary Medford Hawk, Inc., will acquire Urgent.ly Inc. (ULY) in an all-cash deal valued at $5.50 per share. This major development, announced in an 8-K filing on Friday, March 13, 2026, marks the end of Urgent.ly's journey as an independent publicly traded company.

Strategic Rationale and Financial Context: The $5.50 per share acquisition price offers a fixed cash value for Urgent.ly shareholders, providing a clear and immediate return. While the specific premium over recent trading prices isn't detailed, Urgent.ly's Board of Directors, advised by a special committee, unanimously approved the deal, believing it was in the best interest of the company and its shareholders. This decision likely considered Urgent.ly's financial performance and market position, offering a strategic exit amid competitive pressures and the continuous need for capital investment in the roadside assistance sector.

For Agero, a major player in roadside assistance and vehicle incident management, this acquisition is a strategic move. It aims to expand Agero's market share, integrate Urgent.ly's technology platform, and enhance its service offerings and network capabilities. The combination is expected to create a more dominant and technologically advanced entity in the industry.

Key Deal Terms and Financing: To help the acquisition proceed, Urgent.ly amended its existing loan agreements with lenders. Designed to ensure financial stability during the transition, these amendments waive certain interest payments and defer principal repayments, contingent on the merger successfully closing by July 31, 2026. This demonstrates a strong commitment from all parties to finalize the deal promptly. Agero has confirmed it has the necessary funds readily available, showing the acquisition doesn't rely on new financing.

Impact on Stakeholders:

• Investors: Urgent.ly shareholders (ULY) will receive $5.50 cash per share. You can tender your shares directly to Medford Hawk, Inc. during the upcoming tender offer or sell them on the open market before closing. The stock price will likely trade near the $5.50 offer price until completion.
• Employees: Urgent.ly employees will transition to become part of the Agero organization. They will convert their Restricted Stock Units (RSUs) and stock options into cash at the $5.50 offer price, providing a direct financial benefit. While integration may change roles or company culture, the acquisition aims to leverage Urgent.ly's talent and expertise.

Next Steps and Timeline: Medford Hawk, Inc. will soon launch a tender offer, formally inviting Urgent.ly shareholders to tender their shares. Urgent.ly's officers and directors, who collectively own about 5.12% of the company's outstanding shares, have committed to tendering their shares. For the acquisition to proceed, a majority of Urgent.ly's outstanding shares (excluding those owned by Agero) must be tendered. The target closing date for the transaction is July 31, 2026. After this, Urgent.ly will merge with Medford Hawk, Inc., become a private, wholly-owned subsidiary of Agero, and its stock will be delisted from NASDAQ.

Investor Considerations and Risks: Even though the Board approved the deal and Agero secured financing, investors should be aware of typical acquisition risks. These include potential regulatory hurdles, insufficient tendered shares, or unforeseen litigation. However, the commitment from Urgent.ly's leadership and the financial arrangements suggest a high likelihood of completion. Investors should monitor official announcements regarding the tender offer launch and any updates to the timeline.