Urgent.ly (ULY) accounting officer has RSU tax shares withheld in Form 4

Rhea-AI Filing Summary

Urgent.ly Inc. principal accounting officer Andrea Makkai reported a small tax-related share disposition. On the vesting of restricted stock units, 121 shares of common stock were withheld at $2.02 per share to cover taxes, leaving her with 11,933 shares of directly held common stock.

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^*

Makkai Andrea

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F(1)		121	D	$2.02	11,933	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. Represents shares withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.

	/s/ Matthew Booth, by power of attorney	02/23/2026
	** 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).
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FAQ

What insider transaction did Urgent.ly (ULY) report for Andrea Makkai?

Urgent.ly reported that principal accounting officer Andrea Makkai had 121 common shares withheld to cover taxes on vesting restricted stock units. This tax-withholding disposition is coded “F” and is not an open-market buy or sell transaction.

How many Urgent.ly (ULY) shares were involved in Andrea Makkai’s Form 4 filing?

The filing shows 121 Urgent.ly common shares were disposed of through tax withholding tied to restricted stock unit vesting. After this transaction, Andrea Makkai directly holds a total of 11,933 shares of Urgent.ly common stock.

Was Andrea Makkai’s Urgent.ly (ULY) transaction an open-market sale?

No, the transaction was not an open-market sale. The 121 shares were withheld by the company to satisfy Andrea Makkai’s tax liability upon RSU vesting, as indicated by transaction code F and the accompanying explanatory footnote.

At what price were the Urgent.ly (ULY) shares valued in Andrea Makkai’s tax withholding?

The 121 Urgent.ly common shares used for tax withholding were valued at $2.02 per share. This per-share figure comes directly from the Form 4 transaction details describing the tax-related disposition of shares upon RSU vesting.

What is Andrea Makkai’s role at Urgent.ly (ULY) in this Form 4?

Andrea Makkai is identified as an officer of Urgent.ly, serving as principal accounting officer. The Form 4 reflects her personal equity compensation activity, specifically RSU vesting and related tax withholding in Urgent.ly common stock.

How many Urgent.ly (ULY) shares does Andrea Makkai own after the reported transaction?

After the tax-withholding disposition of 121 shares, Andrea Makkai directly owns 11,933 shares of Urgent.ly common stock. This post-transaction balance is explicitly disclosed in the Form 4 as total shares following the transaction.