UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

      FORM 8-K

     

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 512, 2025

URGENT.LY INC.

(Exact name of registrant, as specified in its charter)


Delaware	001-41841	46-2848640
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

44927 George Washington Blvd, Suite 265, Office 209

Ashburn, VA 20147

(Address of principal executive

offices)

Registrant'’s telephone number, including area code: (571) 350-3600

Former name or ~~former~~ address, if changed since last report: ~~8609~~Not ~~Westwood Center Drive, Suite 810, Vienna, VA 22182~~Applicable.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

      Title of each class

      Trading
Symbol(s)

      Name of each exchange on which registered

      Common stock, par value $0.001 per share

      ULY

      NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

~~Separation~~On August 12, 2025, Urgent.ly Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of ~~Chief~~the ~~Financial~~press ~~Officer~~release is hereby furnished to the Securities and Exchange Commission as Exhibit 99.1 and incorporated by reference herein.

OnThe ~~August~~information 5,in ~~2025,~~this ~~Michael~~Item H2. ~~Port~~02, ~~Chief~~including ~~Financial~~Exhibit ~~Officer of Urgent~~99.~~ly Inc. (the “Company”)~~1, ~~separated~~shall ~~from~~not ~~the~~be ~~Company~~deemed ~~effective immediately (the~~ “~~Separation~~filed”). ~~Mr.~~for ~~Port~~purposes ~~separated~~of ~~from~~Section ~~the~~18 ~~Company~~of ~~“without~~the ~~cause”~~Securities asExchange ~~defined~~Act ~~under the terms~~ of ~~his promotion letter with the Company~~1934, ~~dated~~as ~~May 27~~amended, ~~2025~~or ~~(the~~otherwise ~~“Promotion Letter”). As previously disclosed,~~ subject to ~~Mr. Port’s compliance with~~ the ~~terms~~liabilities of ~~the~~that ~~Promotion~~section ~~Letter~~and ~~including~~will ~~Mr.~~not ~~Port’s~~be ~~execution~~incorporated ofby ~~the~~reference ~~Company’s~~into ~~standard~~any ~~form~~filing ofunder ~~severance~~the ~~agreement~~Securities ~~and~~Act ~~release~~ of ~~claims~~1933, ~~Mr.~~as ~~Port~~amended, ~~will~~unless bespecifically ~~entitled~~identified totherein ~~the~~as ~~payments~~being ~~and~~incorporated ~~benefits~~therein ~~provided for~~ by ~~the Promotion Letter~~reference.

~~Appointments~~Item of9.01 ~~Principal~~ Financial ~~Officer~~Statements and ~~Principal Accounting Officer~~Exhibits.

~~Effective as of the Separation, the Company’s board of directors~~ (~~the “Board”~~d) appointed (i) Matthew Booth, Chief Executive Officer of the Company, to serve as the Company’s principal financial officer in addition to his role as Chief Executive Officer, and (ii) Andrea Makkai, Corporate Controller of the Company, to serve as the Company’s principal accounting officerExhibits.

For Mr. Booth’s biographical information, see the disclosure included under the heading “Item 10. Directors, Executive Officers and Corporate Governance” included in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on April 17, 2025, which disclosure is incorporated by reference herein.


99.1		Press release dated August 12, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

There are no arrangements or understandings between Mr. Booth or Ms. Makkai and any other person pursuant to which he was appointed to serve as the Company’s principal financial officer or she was appointed to serve as the Company’s principal accounting officer. Mr. Booth does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Mr. Booth has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act. Each of Mr. Booth and Ms. Makkai is continuing under the terms of his or her existing compensation arrangement with the Company.

Ms. Makkai will enter into the Company’s standard form of indemnification agreement for officers and directors, a copy of which was filed with the SEC on June 22, 2023 as Exhibit 10.5 to the Company’s Registration Statement on Form S-4/A.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: August 812, 2025



URGENT.LY INC.


By:		/s/ Matthew Booth
		Matthew Booth
		Chief Executive Officer

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