[8-K] Urgent.ly Inc. Reports Material Event

Rhea-AI Filing Summary

Urgent.ly Inc. reported results from its 2025 Annual Meeting of Stockholders held on January 28, 2026. A total of 1,133,329 shares, representing 51.97% of the company’s common stock as of the November 6, 2025 record date, were present in person or by proxy, establishing a quorum.

Stockholders elected Class II directors Suzie Doran and James Micali to serve until the 2028 annual meeting or until a successor is elected or earlier departure. They received 393,213 and 390,623 votes “For,” respectively, with additional withheld votes and broker non-votes recorded.

Stockholders also ratified the appointment of CohnReznick LLP as Urgent.ly’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 906,437 votes “For,” 214,024 “Against,” and 12,868 “Withheld.”

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2026

URGENT.LY INC.

(Exact name of registrant, as specified in its charter)

Delaware		001-41841		46-2848640
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

44927 George Washington Blvd, Suite 265, Office 209

Ashburn, VA 20147

(Address of principal executive

offices)

Registrant's telephone number, including area code: (571) 350-3600

Former name or address, if changed since last report: Not Applicable.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		ULY		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 28, 2026, Urgent.ly Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 1,133,329 shares of the Company’s common stock, representing 51.97% of the voting power of all issued and outstanding shares of common stock of the Company as of November 6, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business, were present in person or by proxy and voted on the following two proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 17, 2025.

1.The stockholders elected the two individuals listed below as Class II directors to serve on the board of directors of the Company, each to hold office until the 2028 annual meeting of stockholders or until his or her respective successor is duly elected and qualified or until her or his earlier death, resignation or removal. The voting results were as follows:

Name		Votes For		Votes Withheld		Broker Non-Votes
Suzie Doran		393,213		345,396		394,720
James Micali		390,623		347,986		394,720

2.The stockholders ratified the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:

Votes For		Votes Against		Votes Withheld		Broker Non-Votes
906,437		214,024		12,868		--

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: January 29, 2026

URGENT.LY INC.
By:		/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer