Urgent.ly (ULY) CEO Booth disposes shares for RSU tax withholding

Rhea-AI Filing Summary

Urgent.ly Inc. Chief Executive Officer and director Matthew Booth had 1,615 shares of common stock withheld at $2.02 per share on February 20, 2026 to satisfy tax obligations related to vesting restricted stock units. After this tax-withholding disposition, he directly owned 58,842 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Booth Matthew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,615	$2.02	$3K

Holdings After Transaction: Common Stock — 58,842 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/23/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What insider transaction did Urgent.ly (ULY) report for CEO Matthew Booth?

Urgent.ly reported that CEO Matthew Booth had 1,615 shares of common stock withheld at $2.02 per share to cover taxes from vesting RSUs. This is a tax-withholding disposition, not an open-market purchase or sale of shares.

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

The Form 4 shows 1,615 shares of Urgent.ly common stock were disposed of via withholding. These shares were retained by the company to satisfy Booth’s tax liability arising from the vesting of restricted stock units rather than being sold on the open market.

What price per share was used for Matthew Booth’s Urgent.ly tax-withholding transaction?

The tax-withholding disposition used a price of $2.02 per share for 1,615 Urgent.ly common shares. This value is used to calculate the tax obligation associated with the vesting restricted stock units that triggered the withholding event reported in the Form 4.

How many Urgent.ly (ULY) shares does Matthew Booth own after this Form 4 transaction?

After the tax-withholding disposition, Matthew Booth directly owned 58,842 shares of Urgent.ly common stock. This post-transaction balance reflects his remaining equity holdings following the 1,615 shares withheld to satisfy the tax liability from vesting RSUs.

Was Matthew Booth’s Urgent.ly Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 1,615 shares were withheld by Urgent.ly to cover Booth’s tax liability when restricted stock units vested, as indicated by the Form 4 code F and its accompanying explanatory footnote.

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).

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^*

Booth Matthew

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		1,615	D	$2.02	58,842	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	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).
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.