[Form 4] Urgent.ly Inc. Insider Trading Activity

Rhea-AI Filing Summary

Urgent.ly Inc. (ULY) director Ben Volkow reported sales of common stock under a Rule 10b5-1 trading plan. The Form 4 shows two reported dispositions: 800 shares sold on 09/18/2025 at a weighted-average price of $3.7789 (individual trade prices ranged $3.75–$3.82) and 1,457 shares sold on 09/19/2025 at a weighted-average price of $4.0567 (individual trade prices ranged $3.79–$4.23).

Following these transactions the reporting person beneficially owned 12,136 shares. The filer discloses that the sales were executed pursuant to a 10b5-1 plan adopted on November 20, 2023, and offers to provide breakdowns of shares sold at each price upon request.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating transactions were pre-planned and aimed to provide an affirmative defense to insider trading claims
• Transparent pricing disclosure: filing reports weighted-average prices and price ranges and offers to provide detailed breakdowns on request

Negative

• Reduction in beneficial ownership: the reporting person sold a total of 2,257 shares, leaving 12,136 shares beneficially owned following the transactions

Insights

Securities Compliance Analyst

TL;DR: Insider sales were executed under a pre-established 10b5-1 plan, indicating a rule-compliant disposal of shares.

The Form 4 clearly documents that the sales of 2,257 shares were made under a Rule 10b5-1 trading plan adopted on November 20, 2023. The filing provides weighted-average prices and ranges and offers to provide further breakdowns on request, which supports transparency. From a compliance perspective, the disclosure meets Section 16 reporting requirements and the 10b5-1 affirmative defense disclosure standard.

Equity Research Associate

TL;DR: Director reduced holdings to 12,136 shares via small-volume sales across two days at ~$3.78–$4.06 average prices.

The total disposed amount of 2,257 shares is modest in absolute terms as presented; the filing does not provide context on percentage ownership or company market capitalization, so materiality to shareholders cannot be determined from this Form 4 alone. The precise weighted-average prices and disclosed ranges are useful for trade-level analysis but do not indicate company operational or financial performance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ben Volkow

(Last) (First) (Middle)

C/O URGENT.LY INC.

44927 GEORGE WASHINGTON BLVD, SUITE 265

(Street)

ASHBURN VA 20147

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Urgent.ly Inc. [ ULY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2025		S(1)		800	D	$3.7789(2)	13,593	D
Common Stock	09/19/2025		S(1)		1,457	D	$4.0567(3)	12,136	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.75 to $3.82, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.79 to $4.23, inclusive.

	/s/ Matthew Booth, by power of attorney	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ULY director Ben Volkow report on Form 4?

The filing reports sales of 800 shares on 09/18/2025 and 1,457 shares on 09/19/2025, executed under a Rule 10b5-1 trading plan.

How many shares does Ben Volkow own after the reported transactions?

Following the reported sales the reporting person beneficially owned 12,136 shares.

At what prices were the ULY shares sold?

The filing shows weighted-average prices of $3.7789 for the 09/18/2025 sales (range $3.75–$3.82) and $4.0567 for the 09/19/2025 sales (range $3.79–$4.23).

Were these sales part of a 10b5-1 plan?

Yes. The sale was executed pursuant to a Rule 10b5-1 trading plan adopted on November 20, 2023.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Matthew Booth by power of attorney on 09/22/2025.