Urgently to be acquired by Agero for $5.50/share; Q4 revenue up 4%

Urgent.ly Inc.

Agero to buy Urgently at $5.50/share cash; no financing condition; tender offer within 10 business days.
Q4 revenue $33.3M (+4%), gross profit $8.7M (+23%), gross margin 26% (up 4pp).
Officers, directors & ~5.12% of stockholders agree to tender shares in support of deal.
Credit facilities amended: min liquidity to $2M; 2nd Lien maturity to Nov 28, 2026; interest waived if merger closes.
Termination fee of $3M payable by Company if it accepts a superior proposal under specified conditions.

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