8-K: Agero to Acquire Urgently for $5.50/Share in Cash

Sentiment:

Merger Announcement 13 March 2026 9:53 PM

Urgently Inc. announced its definitive merger agreement to be acquired by Agero, Inc. for $5.50 per share in cash, alongside reporting improved Q4 2025 financial results.

Capital raiseAmendment No. 1 to the MidCap Financial Revolving Credit Facility temporarily reduces the Minimum Liquidity Amount from $5,000,000 to $2,000,000 until July 31, 2026, or the consummation of the merger.The MidCap amendment includes a $250,000 amendment fee, payable in five equal installments.The Ninth Amendment to the Second Lien Term Loan extends its maturity date from July 31, 2026, to November 28, 2026.The Ninth Amendment includes an amendment fee of 2% of the aggregate outstanding principal of the Term Loans, which will be waived if the acquisition is consummated by July 31, 2026, and the Term Loans are repaid in full.Interest accruing on the Term Loans from March 31, 2026, until repayment is also waived under the same conditions as the Ninth Amendment Fee.The MidCap amendment references a "2026 Equity Transaction" which is defined as the sale of all or substantially all of Urgent.ly's equity interests, indicating a capital raise through acquisition.

Better than expectedThe acquisition price of $5.50 per share in cash represents a premium for Urgent.ly shareholders.Urgent.ly reported strong Q4 2025 financial improvements, including 4% revenue growth, 23% gross profit increase, and a 46% reduction in GAAP operating loss, culminating in positive non-GAAP operating income.The strategic combination with Agero is expected to create a stronger platform and accelerate innovation in the roadside assistance market.

Summary

Urgent.ly Inc. (ULY) has entered into a definitive Agreement and Plan of Merger with Agero, Inc. (Parent) and Medford Hawk, Inc. (Purchaser), a wholly-owned subsidiary of Parent.
Purchaser will acquire all outstanding shares of Urgent.ly's common stock through a cash tender offer at a price of $5.50 per share, without interest and subject to withholding taxes.
Following the tender offer, Purchaser will merge into Urgent.ly, with Urgent.ly surviving as a wholly-owned subsidiary of Agero.
The Board of Directors of Urgent.ly has determined the merger terms are fair and in the best interests of the company and its stockholders, recommending stockholders accept the offer.
Outstanding restricted stock unit awards (RSUs) and options will accelerate vesting in full and be converted into a cash payment based on the $5.50 Offer Price, subject to withholding taxes.
The tender offer is subject to customary conditions, including a majority of outstanding common stock being validly tendered and no prohibitive governmental actions.
The obligations of Parent and Purchaser to consummate the offer and merger are not subject to a financing condition.
Urgent.ly also reported Q4 2025 financial results: revenue increased 4% year-over-year to $33.3 million, gross profit rose 23% to $8.7 million, and gross margin expanded to 26%.
GAAP operating loss improved by 46% to $2.5 million in Q4 2025, and non-GAAP operating income was $0.2 million, a 106% improvement year-over-year.
For the full year 2025, revenue decreased 10% to $129.2 million, but GAAP operating loss improved 67% to $8.9 million, and non-GAAP operating loss improved 98% to $0.3 million.
The company completed approximately 194,000 dispatches in Q4 2025 and 768,000 for the full year, maintaining a consumer satisfaction score of 4.7 out of 5 stars in Q4 and 4.6 for the full year.
Urgent.ly entered into Amendment No. 1 to its MidCap Financial Revolving Credit Facility and the Ninth Amendment to its Second Lien Term Loan, temporarily reducing the Minimum Liquidity Amount from $5,000,000 to $2,000,000 until July 31, 2026, or merger consummation.
The MidCap amendment includes a $250,000 amendment fee, payable in five equal installments, and the maturity date is now July 31, 2026.
The Ninth Amendment extends the Second Lien Term Loan maturity date from July 31, 2026, to November 28, 2026, and includes a 2% amendment fee on outstanding principal, which is waived if the acquisition closes by July 31, 2026, and loans are repaid.
Interest accruing on the Term Loans from March 31, 2026, until repayment is also waived if the acquisition closes by July 31, 2026.
Officers, directors, and certain stockholders, collectively holding approximately 5.12% of outstanding shares, have entered into tender and support agreements, committing to tender their shares in the offer.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive development for Urgent.ly shareholders, offering a clear exit at a premium, while the company's recent financial performance shows improving trends leading into the acquisition.

Positives

The acquisition offers a cash price of $5.50 per share, providing immediate liquidity and a premium for shareholders.
Q4 2025 revenue grew 4% year-over-year to $33.3 million, indicating recent positive momentum.
Gross profit increased 23% to $8.7 million in Q4 2025, with gross margin expanding to 26% from 22% in the prior year period.
GAAP operating loss improved significantly by 46% in Q4 2025 to $2.5 million.
Achieved positive non-GAAP operating income of $0.2 million in Q4 2025, a 106% improvement, marking the second consecutive quarter of positive non-GAAP operating income.
Full-year 2025 GAAP operating loss improved by 67% to $8.9 million, and non-GAAP operating loss improved by 98% to $0.3 million.
The acquisition by Agero, a leading white-label provider, is expected to enhance Urgent.ly's technology and scale, benefiting clients and customers.
The company maintains high consumer satisfaction scores (4.7 out of 5 stars in Q4 2025, 4.6 for full year).

Negatives

Full-year 2025 revenue decreased by 10% to $129.2 million compared to the prior year.
The company reported a net loss of $4.152 million in Q4 2025 and $20.427 million for the full year 2025.
The company has a history of losses and limited operating history, as noted in the forward-looking statements.
Debt amendments include fees ($250,000 for MidCap, 2% of principal for Second Lien) which, while potentially waived, represent additional costs if the merger conditions are not met.

Risks

Uncertainties regarding the timing of the tender offer and the subsequent merger.
Risk that the tender offer or merger may not be completed in a timely manner or at all.
Uncertainties as to the percentage of Urgent.ly's stockholders tendering their shares in the tender offer.
Possibility that competing offers or acquisition proposals for Urgent.ly will be made.
Possibility that any or all conditions to the consummation of the tender offer or merger may not be satisfied or waived, including failure to receive required regulatory approvals.
Occurrence of any event, change, or circumstance that could lead to the termination of the Merger Agreement, potentially requiring Urgent.ly to pay a termination fee of $3.0 million.
Effect of the announcement or pendency of the transactions on Urgent.ly's ability to retain and hire key personnel, maintain customer partner relationships, or impact operating results and business generally.
Risks related to diverting management's attention from ongoing business operations.
Risk that stockholder litigation in connection with the transactions may result in significant costs of defense, indemnification, and liability.
Ability to service debt, comply with debt agreements, and refinance obligations, including deploying capital from the revolving credit facility.
Ability to reduce operating expenses and align fluctuations with targeted growth investments.
Ability to retain and attract new customers and expand existing customer use of the platform.
Ability to expand into new solutions, technologies, and geographic regions.
Ability to adequately forecast consumer demand and optimize the network of service providers.
Ability to compete in the markets in which the company participates.
Ability to comply with laws and regulations applicable to the business.
Ability to continue as a going concern.
Ability to develop and maintain an effective system of internal controls and procedures and accurately report financial results.
Impact of weather events, natural disasters, or health epidemics on the business.

Future Outlook

Urgent.ly will not host an earnings conference call or provide guidance for the first quarter 2026 or the full year 2026 due to the pending acquisition by Agero. The company's forward-looking statements indicate a focus on driving a return to growth by expanding existing customer relationships and developing new opportunities, while continuing to deliver high customer satisfaction.

Management Comments

"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." 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." Matt Booth, CEO of Urgently.
"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." Matt Booth, CEO of Urgently.
"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." David Ferrick, President and CEO of Agero.
"This acquisition presents a natural fit. 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." Matthew Booth, CEO of Urgently.
"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." David Ferrick, President and CEO of Agero.

Industry Context

StockSavvy.ai notes that this acquisition reflects a broader trend in the mobility ecosystem towards integrating advanced analytics, machine learning/AI, and real-time data to improve roadside service delivery and customer satisfaction. The combination of Urgent.ly's tech-forward approach with Agero's established platform and network depth positions the combined entity to accelerate innovation in dispatch optimization and customer experience management, potentially setting new industry standards for digital driver assistance services.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Certificate of Incorporation Amendment	At the Effective Time, Urgent.ly's Charter will be amended and restated to be in the form set forth in Exhibit A, becoming the certificate of incorporation of the Surviving Corporation.	Effective Time of Merger	This will change the corporate governance structure to align with Agero's ownership, including provisions for director liability and indemnification.
Bylaws Amendment	At the Effective Time, Urgent.ly's bylaws will be amended and restated to be in the form set forth in Exhibit B, becoming the bylaws of the Surviving Corporation.	Effective Time of Merger	This will align the operational rules and procedures of the Surviving Corporation with Agero's corporate governance framework.
Board of Directors Composition	The directors of Purchaser immediately prior to the Effective Time will become the initial directors of the Surviving Corporation.	Effective Time of Merger	This ensures Agero's control over the Surviving Corporation's board.
Officer Appointments	The officers of the Surviving Corporation immediately following the Effective Time shall be as set forth on Schedule 3.6(b) (omitted from filing).	Effective Time of Merger	This will establish the new leadership team for the Surviving Corporation under Agero's ownership.
Anti-Takeover Laws	The Company Board has taken all necessary actions to ensure that Section 203 of the DGCL and any other similar applicable anti-takeover Law will not be applicable to the Offer or the Merger.	March 13, 2026	Removes potential legal hurdles to the acquisition, facilitating a smooth transaction.

Stakeholder Impact

Shareholders: Will receive $5.50 per share in cash, providing a clear and immediate return on investment.
Employees: Employment of all employees is expected to continue, with comparable compensation and benefits for at least one year post-merger. Equity awards will accelerate and convert to cash.
Customers/Partners: Expected to experience continuity and enhanced services due to the combined technology and scale of Agero and Urgent.ly.
Creditors: Debt agreements have been amended, and existing loans are expected to be repaid in full upon merger consummation, with certain fees and interest waived under specific conditions.

Next Steps

Purchaser to commence the cash tender offer for Urgent.ly shares as promptly as practicable, no later than 10 business days after March 13, 2026.
Parent and Purchaser to file a Tender Offer Statement on Schedule TO with the SEC.
Urgent.ly to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC concurrently or as soon as practicable after the Schedule TO filing.
The tender offer and merger are expected to close by the end of May 2026, subject to satisfaction of customary closing conditions.
Urgent.ly to take actions to terminate any outstanding offering or purchase periods under its Employee Stock Purchase Plan (ESPP) and terminate the ESPP prior to the Effective Time.
Urgent.ly to cooperate with Parent to delist its common stock from Nasdaq and deregister it under the Exchange Act as promptly as practicable after the Effective Time.

Key Dates

Date	Description
2021-12-16	Original date of the Loan and Security Agreement (Second Lien Term Loan).
2023-10-19	Lookback Date for certain representations and warranties in the Merger Agreement.
2024-12-31	Fiscal year end for which audited financial statements were filed, and date of the Audited Company Balance Sheet.
2025-01-01	Start date for the forbearance covenant period regarding certain company actions.
2025-02-26	Original date of the Credit, Security and Guaranty Agreement (MidCap Revolving Credit Facility).
2025-12-30	Date of the Non-Disclosure Agreement between Urgent.ly and Agero.
2025-12-31	Fiscal year end for which Q4 and full-year financial results were reported.
2026-03-12	Capitalization Date for determining outstanding shares and equity awards (5:00 p.m., Eastern time).
2026-03-13	Date of the Agreement and Plan of Merger, Amendment No. 1 to MidCap Credit Facility, Ninth Amendment to Second Lien Term Loan, Tender and Support Agreements, and press release announcing financial results and merger.
2026-03-16	Deadline for Credit Parties to provide Agent with a fully executed, binding letter of intent or definitive documentation for the 2026 Equity Transaction (or later date as Agent may agree).
2026-03-31	Start date for waiver of interest on Term Loans until repayment, provided acquisition conditions are met.
2026-05-31	Expected closing date for the tender offer and merger.
2026-07-31	Termination Date for the Merger Agreement if the offer is not consummated. Also, the date until which the Minimum Liquidity Amount is temporarily reduced, and the new maturity date for the MidCap Credit Agreement. Also, the deadline for the Specified Acquisition to be consummated for waiver of Ninth Amendment Fee and interest.
2026-11-28	New maturity date for the Second Lien Term Loan.

Recommendation

sell

For existing shareholders, the definitive merger agreement at a fixed cash price of $5.50 per share means the optimal strategy is to tender shares into the offer once it commences. This effectively represents a 'sell' decision at the agreed-upon acquisition price. For new investors, the stock is no longer an investment opportunity for capital appreciation beyond the offer price, making a 'buy' recommendation inappropriate.

Keywords

Merger, Acquisition, Tender Offer, Roadside Assistance, Mobility Assistance, Digital Platform, Agero, Urgent.ly, Financial Results, Q4 2025, Debt Amendment, Corporate Governance, NASDAQ: ULY

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