[Form 4] UroGen Pharma Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Cynthia M. Butitta, a director of UroGen Pharma Ltd. (URGN), reported equity awards granted on 08/26/2025. She was granted a stock option to buy 10,000 ordinary shares with an exercise price of $19.50 and a 10-year term expiring 08/26/2035, and 8,000 restricted stock units (RSUs) each convertible into one ordinary share. Both the option and the RSUs were acquired on 08/26/2025 and are held directly.

The option and RSUs vest in equal quarterly installments over one year, conditioned on the director's continued service under the companys 2017 Equity Incentive Plan. The form was signed by an attorney-in-fact on 08/27/2025. The reporting persons address is listed in Princeton, NJ.

Positive

• Director award aligns interests with shareholders: combination of stock option and RSUs ties compensation to equity performance

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant aligning director incentives with shareholders; vesting schedule is short-term.

The reported transaction is a standard equity grant to a board member: a 10,000-share option at $19.50 and 8,000 RSUs, both granted 08/26/2025 and vesting quarterly over one year subject to continuous service. Such awards are commonly used to align director interests with shareholder value and provide retention. The 10-year option term and one-year vesting accelerate potential alignment but also mean vesting is relatively rapid compared with multi-year schedules.

Executive Compensation Analyst

TL;DR: The grant package mixes long-term upside (option) with restricted shares; vesting terms are explicit and time-limited.

The mix of a $19.50 exercise-price option for 10,000 shares and 8,000 RSUs provides both leveraged upside and guaranteed share delivery upon vesting. The RSUs carry no purchase price and convert one-for-one into ordinary shares. Vesting in equal quarterly installments over one year indicates short retention expectations; the options 10-year life is standard. Disclosure is clear and fully direct-held.

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

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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^*

BUTITTA CYNTHIA M

(Last) (First) (Middle)

400 ALEXANDER PARK DRIVE

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UroGen Pharma Ltd. [ URGN ]

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)
08/26/2025

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

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
Stock Option (right ot buy)	$19.5	08/26/2025		A		10,000		(1)	08/26/2035	Ordinary Shares	10,000	$0	10,000	D
Restricted Stock Unit	(2)	08/26/2025		A		8,000		(3)	(3)	Ordinary Shares	8,000	$0	8,000	D

Explanation of Responses:

1. The shares underlying the stock option will vest in equal quarterly installments over a period of one year, subject to the director's Continuous Service (as defined in the 2017 Equity Incentive Plan) through such vesting dates.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share of the Issuer

3. The shares underlying the RSUs will vest in equal quarterly installments over a period of one year, subject to the director's Continuous Service (as defined in the 2017 Equity Incentive Plan) through such vesting dates.

	/s/ Jason D. Smith, Attorney-in-Fact	08/27/2025
	** 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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FAQ

What equity awards did UroGen (URGN) director Cynthia M. Butitta receive on 08/26/2025?

She was granted a stock option for 10,000 ordinary shares with an exercise price of $19.50 and a 10-year expiration (08/26/2035), and 8,000 RSUs each convertible into one ordinary share.

How do the option and RSUs vest for Cynthia Butitta?

Both the stock option and the RSUs vest in equal quarterly installments over one year, subject to the directors Continuous Service under the 2017 Equity Incentive Plan.

Are the reported holdings direct or indirect for Cynthia Butitta?

The filing indicates the holdings are direct (D) beneficial ownership following the reported transactions.

When was the Form 4 signed and who signed it?

The Form 4 was signed by Jason D. Smith, Attorney-in-Fact on 08/27/2025.

What is the reporting persons relationship to UroGen?

Cynthia M. Butitta is listed as a Director of UroGen Pharma Ltd.