[8-K] UroGen Pharma Ltd. Reports Material Event

Rhea-AI Filing Summary

Equity Residential (EQR) – Form 4 insider filing

Director Tahsinul Zia Huque received 3,393 Series 2025D restricted units (RUs) of ERP Operating Limited Partnership on 1 July 2025 as part of the REIT’s annual long-term compensation program. Each RU automatically converts, subject to tax-capital targets, into one OP Unit that is exchangeable for one Equity Residential common share (or cash) at the company’s option.

• Vesting: 1 July 2026
• Post-vesting holding restriction: until 1 July 2027
• Expiration: 1 July 2035 (if conversion target not met)
• Ownership form: Direct

No shares were sold; the grant was recorded at $0 cost, indicating a routine equity-based award rather than an open-market purchase. The transaction modestly increases insider equity alignment but is immaterial to EQR’s capital structure.

Positive

• Director equity award modestly strengthens management–shareholder alignment by tying compensation to future share performance.

Negative

• None.

Insights

REIT Financial Analyst

TL;DR: Routine director grant of 3,393 restricted units; aligns incentives, immaterial to valuation.

The filing documents a standard annual equity award, representing roughly US$200-250k in current market value (≈0.001% of shares outstanding). Because the units vest over one year with an additional 12-month holding lock-up, they enhance long-term alignment without signalling immediate insider conviction through cash purchases. No dilution or cash outflow occurs, and the small size relative to EQR’s US$30bn market cap renders the event non-impactful for valuation or liquidity. Investors can view it as neutral-to-slightly-positive governance practice.

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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): June 30, 2025

UROGEN PHARMA LTD.

(Exact name of registrant as specified in its charter)

Israel		001-38079		98-1460746
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

400 Alexander Park Drive, 4th Floor Princeton, New Jersey		08540
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 (646) 768-9780

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ 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
Ordinary Shares, par value NIS 0.01 per share		URGN		The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On June 30, 2025, the Board of Directors of UroGen Pharma Ltd. (the “Company”) approved one-time special bonuses of $645,000, $100,000 and $100,000 to Elizabeth Barrett, the Company’s President and Chief Executive Officer, Chris Degnan, the Company’s Chief Financial Officer, and Jason Smith, the Company’s General Counsel and Chief Compliance Officer, respectively. The special bonuses were awarded in recognition of each named executive officer’s leadership and contributions leading up to and including the U.S. Food and Drug Administration’s approval of ZUSDURI for the treatment of recurrent low-grade intermediate risk non-muscle invasive bladder cancer.

SIGNATURES

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.

Date: July 3, 2025				UROGEN PHARMA LTD.
				By:		/s/ Chris Degnan
						Chris Degnan
						Chief Financial Officer

FAQ

How many Equity Residential (EQR) units did the director receive?

3,393 Series 2025D restricted units were granted on 1 July 2025.

When do the restricted units granted to the EQR director vest?

The units vest on 1 July 2026 and must be held until 1 July 2027.

Can these RUs be converted into Equity Residential common shares?

Yes. Upon meeting tax-capital targets, each RU converts into one OP Unit, exchangeable for one common share or cash at EQR’s option.

Was any cash paid for the restricted units?

No. The Form 4 lists a $0 price; this is a compensatory grant, not an open-market purchase.

Does this insider transaction materially affect EQR’s share count?

No. The grant represents <0.001% of outstanding shares, making it immaterial to dilution.