Urgent.ly (ULY) director reports 900-share sale under 10b5-1 trading plan

Rhea-AI Filing Summary

Urgent.ly Inc. director Ben Volkow reported two sales of the issuer's common stock under a Rule 10b5-1 trading plan. On 08/18/2025 he sold 300 shares at a weighted-average price of $4.9307, reducing his direct holdings to 16,349 shares. On 08/19/2025 he sold 600 shares at a weighted-average price of $4.7812, bringing his direct holdings to 15,749 shares. The filing states the sales were effected under a 10b5-1 plan adopted on November 20, 2023, and notes the reported prices are weighted averages from multiple transactions within disclosed ranges.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating trades were pre-authorized and reducing concerns about opportunistic insider timing
• Reporting transparency: filing provides weighted-average prices and an undertaking to supply per-price execution details on request

Negative

• Insider sold 900 shares over two days, reducing holdings from 16,349 to 15,749 shares (materiality appears limited but is a net reduction in insider ownership)

Insights

Securities Analyst

TL;DR: Director sold a small portion of holdings through a pre-established 10b5-1 plan; transactions appear routine and orderly.

The transactions consist of 900 shares sold across two days via a Rule 10b5-1 trading plan adopted on November 20, 2023. The use of a 10b5-1 plan signals the trades were pre-authorized, reducing likelihood of opportunistic timing by the insider. The weighted-average prices reported ($4.9307 and $4.7812) reflect multiple executions within disclosed price ranges. The remaining direct share count after the second sale is 15,749 shares. From an investor-materiality standpoint, the size of the sales relative to reported holdings is small and does not indicate a change in control or major shift in insider exposure.

Corporate Governance Expert

TL;DR: Governance signal is neutral: sales were executed under an established 10b5-1 plan, which provides procedural transparency.

The filing explicitly states the trades were made pursuant to a Rule 10b5-1 plan and provides weighted-average pricing ranges for the multiple executions. The reporting includes an undertaking to provide detailed per-price execution information upon request, which supports disclosure completeness. No executive departure, new grants, or other governance actions are disclosed in this Form 4. The filing appears compliant and routine from a governance disclosure perspective.

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
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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)
08/18/2025

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	08/18/2025		S(1)		300	D	$4.9307(2)	16,349	D
Common Stock	08/19/2025		S(1)		600	D	$4.7812(3)	15,749	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 $4.67 to $5.06, 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 $4.61 to $4.96, inclusive.

	/s/ Matthew Booth, by power of attorney	08/20/2025
	** 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).
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FAQ

What did Urgent.ly (ULY) insider Ben Volkow report on Form 4?

Ben Volkow reported sales of 300 shares on 08/18/2025 at a weighted-average price of $4.9307 and 600 shares on 08/19/2025 at a weighted-average price of $4.7812.

Were the sales by Ben Volkow pre-arranged under a trading plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 20, 2023.

How many shares does Ben Volkow own after these transactions?

Following the reported transactions, Ben Volkow directly beneficially owned 15,749 shares of Urgent.ly common stock.

Do the reported prices represent single trades or averages?

The filing notes the reported prices are weighted-average prices from multiple transactions, with ranges disclosed in the footnotes.

Does the Form 4 indicate any change in officer or director status?

No. The filing lists Ben Volkow as a director and does not disclose any change in relationship to the issuer.