Urgent.ly director Ben Volkow reports 1,356-share sale via 10b5-1

Rhea-AI Filing Summary

Urgent.ly Inc. (ULY) director Ben Volkow reported two insider stock sales under a Rule 10b5-1 plan. On 08/20/2025 he sold 800 shares at a weighted average price of $4.5853, leaving 14,949 shares beneficially owned. On 08/21/2025 he sold 556 shares at a weighted average price of $4.5488, leaving 14,393 shares beneficially owned. The filings state the sales occurred in multiple transactions across the stated price ranges and that the 10b5-1 plan was adopted on November 20, 2023. The Form 4 was signed by an attorney on behalf of the reporting person.

Positive

• Sales were executed under a Rule 10b5-1 trading plan, which provides an affirmative defense for trades and indicates pre-arranged transactions.
• Form 4 disclosure was filed and signed via power of attorney, demonstrating compliance with Section 16 reporting requirements.

Negative

• Insider sold a total of 1,356 shares, reducing beneficial ownership to 14,393 shares, which is a decrease in director holdings.
• Weighted average sale prices were in the $4.45–$4.705 range, indicating dispositions at modest market prices that may be viewed negatively by some investors.

Insights

Financial Analyst

TL;DR: Director sales under a pre-established 10b5-1 plan, modest reduction in holdings, limited immediate signal about company fundamentals.

The two reported dispositions total 1,356 shares executed on 08/20/2025 and 08/21/2025 at weighted average prices of $4.5853 and $4.5488 respectively. Sales were effected pursuant to a Rule 10b5-1 plan adopted on November 20, 2023, which reduces the likelihood these trades were based on undisclosed material information. The remaining beneficial stake declined from the pre-sales level to 14,393 shares. For investors, these transactions represent insider liquidity rather than an explicit change to company operations or outlook.

Corporate Governance Expert

TL;DR: Disclosure follows accepted governance practice via a documented 10b5-1 plan; timely Form 4 filing observed.

Reporting the sales and identifying the 10b5-1 trading plan adoption date aligns with regulatory expectations and supports compliance transparency. The Form 4 lists the reporter as a director and shows the signature executed by power of attorney. While insider sales can attract investor attention, the presence of a pre-existing trading plan mitigates governance concerns about opportunistic trading tied to undisclosed events.

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)
08/20/2025

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	08/20/2025		S(1)		800	D	$4.5853(2)	14,949	D
Common Stock	08/21/2025		S(1)		556	D	$4.5488(3)	14,393	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 $4.45 to $4.695, 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 $4.50 to $4.705, inclusive.

	/s/ Matthew Booth, by power of attorney	08/22/2025
	** 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 insider transactions did ULY director Ben Volkow report?

Ben Volkow reported two sales totaling 1,356 shares on 08/20/2025 and 08/21/2025 under a Rule 10b5-1 plan.

How many ULY shares does Ben Volkow own after the reported sales?

Following the reported transactions, Ben Volkow beneficially owned 14,393 shares.

At what prices were the ULY shares sold in the Form 4?

The filings report weighted average prices of $4.5853 (08/20/2025) and $4.5488 (08/21/2025) with transaction price ranges disclosed in footnotes.

Were the ULY sales part of a pre-established trading plan?

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

Who signed the Form 4 for Ben Volkow?

The Form 4 was signed by Matthew Booth by power of attorney on behalf of the reporting person on 08/22/2025.