Urgent.ly (ULY) director awarded 833 RSUs in new grant

Rhea-AI Filing Summary

Urgent.ly Inc. director James M. Micali reported an equity award of 833 shares of common stock on January 28, 2026, at a price of $0 per share. These shares are represented by restricted stock units that vest on the earlier of January 28, 2027 or the company’s next annual stockholder meeting.

After this award, Micali beneficially owns 8,455 shares of Urgent.ly common stock on a direct basis. The reported share amounts reflect a 1‑for‑12 reverse stock split of Urgent.ly common stock that became effective on March 17, 2025.

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

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

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^*

MICALI JAMES M

(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)
01/28/2026

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	01/28/2026		A		833(1)	A	$0	8,455(2)	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 reported shares are represented by restricted stock units, or RSUs, which vest on the earlier of (i) January 28, 2027 or (ii) the date of the Issuer's next annual meeting of stockholders.

2. Effective on March 17, 2025, the Issuer effected a 1-to-12 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.

	/s/ Matthew Booth, by power of attorney	01/29/2026
	** 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 Urgent.ly (ULY) director James M. Micali report on this Form 4?

James M. Micali reported receiving 833 shares of Urgent.ly common stock on January 28, 2026, at a price of $0 per share. These shares are represented by restricted stock units and increase his directly held beneficial ownership to 8,455 Urgent.ly common shares after the transaction.

How do the 833 Urgent.ly (ULY) shares granted to James M. Micali vest?

The 833 reported shares are represented by restricted stock units that vest on the earlier of January 28, 2027 or the date of Urgent.ly’s next annual meeting of stockholders. This structure ties vesting either to a fixed one‑year date or to the next shareholder meeting event.

How many Urgent.ly (ULY) shares does James M. Micali own after this transaction?

Following the January 28, 2026 award, James M. Micali beneficially owns 8,455 shares of Urgent.ly common stock. The Form 4 indicates this ownership is direct, meaning the shares are held in his own name rather than through an intermediary entity or indirect arrangement.

What was the effect of Urgent.ly’s 1-for-12 reverse stock split mentioned in the Form 4?

Effective March 17, 2025, Urgent.ly implemented a 1‑for‑12 reverse stock split of its common stock. The share amounts shown in this Form 4, including the 833‑share award and the 8,455 shares owned after the transaction, have been adjusted to reflect that reverse split.

Is the equity reported by Urgent.ly (ULY) director James M. Micali held directly or indirectly?

The Form 4 states that James M. Micali’s 8,455 Urgent.ly shares are held with a direct ownership form. No nature of indirect beneficial ownership is listed, indicating the reported shares are attributed directly to him rather than to a trust, partnership, or similar entity.