Urgent.ly (ULY) director tied entity shifts 76,735 shares, gains RSUs

Rhea-AI Filing Summary

Urgent.ly Inc. director Ryan Pollock reported several equity changes, including a large reallocation of shares held through an investment entity and a new stock-based award. On August 29, 2025, an entity associated with him, Iron Gate Urgently, LLC, disposed of 76,735 shares of common stock for no consideration in a pro rata distribution to its members, reducing its reported indirect holdings to zero. On the same date, Pollock directly received 656 common shares at a price of $0 as part of that distribution. Later, on January 28, 2026, he was granted 833 restricted stock units (RSUs) at $0, which will vest on the earlier of January 28, 2027 or Urgent.ly’s next annual stockholder meeting. After these transactions, Pollock directly reported owning 9,111 common shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Pollock Ryan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	833	$0.00	--
Other	Common Stock	656	$0.00	--
Other	Common Stock	76,735	$0.00	--

Holdings After Transaction: Common Stock — 9,111 shares (Direct); Common Stock — 0 shares (Indirect, See footnote)

Footnotes (1)

1. Represents a pro rata distribution by Iron Gate Management LLC to its members for no consideration. 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. 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. The shares are held of record by Iron Gate Urgently, LLC (the "LLC"). As a member of the managing committee of Iron Gate Management, the manager of the LLC, the reporting person shares investment and voting control with respect to the shares held of record by the LLC.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Pollock Ryan

(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)
08/29/2025

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	08/29/2025		J		656(1)	A	$0	8,278(2)	D
Common Stock	01/28/2026		A		833(3)	A	$0	9,111(2)	D
Common Stock	08/29/2025		J		76,735(1)	D	$0	0	I	See footnote(4)

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 a pro rata distribution by Iron Gate Management LLC to its members for no consideration.

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.

3. 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.

4. The shares are held of record by Iron Gate Urgently, LLC (the "LLC"). As a member of the managing committee of Iron Gate Management, the manager of the LLC, the reporting person shares investment and voting control with respect to the shares held of record by the LLC.

	/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.
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** 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 transactions did Urgent.ly (ULY) director Ryan Pollock report?

Ryan Pollock reported a pro rata distribution involving 76,735 Urgent.ly common shares held through Iron Gate Urgently, LLC, a receipt of 656 common shares at $0 per share, and a grant of 833 restricted stock units, or RSUs, also at $0 per unit.

How many Urgent.ly (ULY) shares does Ryan Pollock hold after these Form 4 transactions?

After the reported Form 4 transactions, Ryan Pollock reported direct beneficial ownership of 9,111 shares of Urgent.ly common stock. His indirect holdings through Iron Gate Urgently, LLC were reduced to zero following a pro rata distribution of 76,735 shares to members for no consideration.

What is the vesting schedule for Ryan Pollock’s 833 Urgent.ly (ULY) RSUs?

The 833 Urgent.ly restricted stock units granted to Ryan Pollock vest on the earlier of January 28, 2027, or the date of the company’s next annual meeting of stockholders. Until vesting, the RSUs represent a right to receive shares rather than current ownership.

Why did Iron Gate Urgently, LLC distribute 76,735 Urgent.ly (ULY) shares?

Iron Gate Urgently, LLC’s 76,735 Urgent.ly common shares were distributed in a pro rata transaction by Iron Gate Management LLC to its members for no consideration. This reduced the LLC’s reported holdings to zero, reallocating shares among its members, including entities associated with Ryan Pollock.

How did Urgent.ly’s reverse stock split affect Ryan Pollock’s reported holdings?

Urgent.ly effected a 1‑to‑12 reverse stock split of its common stock on March 17, 2025. The share amounts in Ryan Pollock’s Form 4, including his direct holdings and reported transactions, were adjusted to reflect this reverse split, consolidating prior share counts into fewer, higher‑priced shares.

What roles do Iron Gate Management LLC and Iron Gate Urgently, LLC play in ULY share ownership?

Iron Gate Urgently, LLC held Urgent.ly shares of record, while Iron Gate Management LLC managed the LLC and conducted the pro rata distribution. As a member of Iron Gate Management’s managing committee, Ryan Pollock shares investment and voting control over shares held by the LLC, though they are titled to the entity.