UroGen Pharma Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

UroGen Pharma (Nasdaq: URGN) announced on December 5, 2025 inducement grants of restricted stock units (RSUs) to 14 new employees under its 2019 Inducement Plan in connection with their employment.

Up to 32,500 ordinary shares are issuable upon vesting. The RSUs vest equally over three years (one-third each year on the anniversary of the vesting date), subject to continued service and the RSU agreement terms. Grants were made as inducements in accordance with Nasdaq Listing Rule 5635(c)(4). New hires will support commercialization of Jelmyto (mitomycin) for pyelocalyceal solution and ZUSDURI (mitomycin) for intravesical solution and UroGen’s pipeline development.

Key Figures

New employees 14 employees Employees receiving inducement RSU grants

Inducement RSU pool 32,500 ordinary shares Maximum shares issuable upon RSU vesting and settlement

Vesting schedule 3 years RSUs vest in three equal annual installments

Market Reality Check

$24.14 Last Close

Volume Volume 585,628 is below the 20-day average of 1,327,733 (relative volume 0.44x). low

Technical Shares traded above the 200-day MA, with price at 24.14 vs MA(200) of 15.09 before this news.

Peers on Argus 1 Up

URGN was down 0.86% pre-news while peers like EYPT and SANA were up double digits (15.37%, 15.66%), pointing to stock-specific dynamics rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 25	Conference appearance	Neutral	+2.8%	Announcement of participation and webcast at Piper Sandler conference.
Nov 06	Earnings update	Positive	+21.9%	Q3 2025 results highlighting Jelmyto growth and initial ZUSDURI revenue.
Nov 06	Clinical trial data	Positive	+21.9%	Phase 3 UTOPIA trial showed strong UGN-103 response supporting NDA plan.
Nov 04	Conference appearance	Neutral	-3.9%	Planned Guggenheim conference presentation and investor meetings announcement.
Oct 30	Earnings scheduling	Neutral	+0.3%	Notice of upcoming Q3 2025 financial results release and call timing.

Pattern Detected

Positive clinical and earnings updates recently coincided with strong upside moves, while conference-only announcements had modest impact.

Recent Company History

Over recent months, UroGen issued several updates, including multiple conference presentations on November 11, 2025 and December 2, 2025, along with Q3 2025 earnings on November 6, 2025. That earnings release, tied to ZUSDURI’s launch momentum and detailed clinical data for UGN-103, saw shares gain 21.91%. Earlier conference timing notices produced relatively small moves. Against this backdrop, the new inducement RSU grants appear as routine compensation-related news rather than a major strategic shift.

Market Pulse Summary

This announcement details inducement restricted stock unit grants for 14 new employees, supporting commercialization of Jelmyto and ZUSDURI and ongoing pipeline work. Up to 32,500 shares may be issued as the RSUs vest evenly over 3 years under the 2019 Inducement Plan and Nasdaq Listing Rule 5635(c)(4). In context of prior news driven by earnings and Phase 3 data, this appears as standard equity-based hiring activity rather than a new fundamental catalyst.

Key Terms

restricted stock units financial

"announced the grants of inducement restricted stock units (“RSUs”) to 14 new employees"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

rsus financial

"announced the grants of inducement restricted stock units (“RSUs”) to 14 new employees"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

pyelocalyceal medical

"Jelmyto (mitomycin) for pyelocalyceal solution and ZUSDURI"

Pyelocalyceal describes the parts of the kidney that collect and channel urine — the renal pelvis (a central funnel) and the calyces (small cups that feed into it). For investors, it matters when products, tests, or diseases target this area because clinical outcomes, regulatory approvals, and market demand for treatments or diagnostic tools can hinge on conditions like obstruction, infection, or tumors in these structures. Think of it as the plumbing junction inside a kidney where blockages or damage can drive medical and commercial activity.

intravesical medical

"ZUSDURI (mitomycin) for intravesical solution, UroGen’s only approved products"

Intravesical describes a medical treatment or procedure where a drug or therapy is placed directly into the bladder through a catheter rather than taken by mouth or injected into the bloodstream. For investors, it signals a focused delivery method that can increase local effectiveness and reduce whole‑body side effects, often affecting a product’s clinical value, patient convenience, regulatory path, and market niche — like watering a plant at its roots instead of spraying its leaves.

nasdaq listing rule 5635(c)(4) regulatory

"granted as an inducement material to each employee ... in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. Not financial advice.

PRINCETON, N.J., Dec. 05, 2025 (GLOBE NEWSWIRE) -- UroGen Pharma Ltd. (Nasdaq: URGN), a biotech company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers, today announced the grants of inducement restricted stock units (“RSUs”) to 14 new employees in connection with their employment with UroGen. These new team members will support the ongoing commercialization of Jelmyto^® (mitomycin) for pyelocalyceal solution and ZUSDURI™ (mitomycin) for intravesical solution, UroGen’s only approved products, and the continued development of UroGen’s pipeline.

Up to 32,500 ordinary shares of UroGen are issuable upon the vesting and settlement of the RSUs. The RSUs will vest equally over three years, with one-third of the underlying shares vesting each year on the anniversary of the vesting date, subject in each case to the employee’s continued service relationship with UroGen.

The RSUs are subject to the terms and conditions of UroGen’s 2019 Inducement Plan and RSU grant notice and agreement thereunder. The RSUs were granted as an inducement material to each employee entering into employment with UroGen in accordance with Nasdaq Listing Rule 5635(c)(4).

About UroGen Pharma Ltd.
UroGen is a biotech company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers because patients deserve better options. UroGen has developed RTGel^® reverse-thermal hydrogel, a proprietary sustained-release, hydrogel-based platform technology that has the potential to improve the therapeutic profiles of existing drugs. UroGen’s sustained release technology is designed to enable longer exposure of the urinary tract tissue to medications, making local therapy a potentially more effective treatment option. UroGen’s first commercial product is approved to treat low-grade upper tract urothelial cancer, and UroGen’s second product is the first and only FDA-approved medication for patients with recurrent low-grade intermediate-risk non-muscle invasive bladder cancer. Both medicines are designed to ablate tumors by non-surgical means. UroGen is headquartered in Princeton, New Jersey with operations in Israel. To learn more, visit www.urogen.com or follow us on X (Twitter), @UroGenPharma.

Jelmyto^®, RTGel^®, ZUSDURI™ and UroGen^® are registered trademarks of UroGen Pharma Ltd.

INVESTOR CONTACT:
Vincent Perrone
vincent.perrone@urogen.com
(609) 460-3588

MEDIA CONTACT:
Cindy Romano
Cindy.romano@urogen.com
(609) 460-3583

FAQ

What did UroGen (URGN) announce on December 5, 2025 about inducement grants?

UroGen granted RSUs to 14 new employees, issuable up to 32,500 ordinary shares, as inducements under Nasdaq Rule 5635(c)(4).

How do the UroGen RSUs for new hires vest and when do shares become issuable?

The RSUs vest equally over three years, with one-third of the underlying shares vesting each year on the anniversary of the vesting date, subject to continued service.

What products will the new UroGen hires support after the URGN RSU grants?

New employees will support commercialization of Jelmyto (mitomycin) for pyelocalyceal solution and ZUSDURI (mitomycin) for intravesical solution and work on the pipeline.

How many shares can be issued if all UroGen RSUs vest?

If all RSUs vest and settle, up to 32,500 ordinary shares of UroGen are issuable.

Under what plan and rule were UroGen’s RSUs granted to new employees?

The RSUs were granted under UroGen’s 2019 Inducement Plan and issued as inducements consistent with Nasdaq Listing Rule 5635(c)(4).

Do the UroGen RSU grants immediately dilute existing URGN shareholders?

The announcement states up to 32,500 shares are issuable upon vesting; actual dilution depends on future vesting and settlement and is not specified.