URGN Form 4: General Counsel Vesting and Tax-Related Share Sale

Rhea-AI Filing Summary

Insider transactions at UroGen Pharma Ltd. (URGN): Jason D. Smith, General Counsel, had 3,333 restricted stock units (RSUs) vest on 09/07/2025, which converted into 3,333 ordinary shares. On 09/08/2025 he sold 1,520 shares at $19.11 each to satisfy withholding tax obligations following the RSU settlement. After these transactions the reporting person beneficially owned 43,305 ordinary shares. The RSU grant referenced was originally for 10,000 shares, granted 09/07/2023 and vesting in three equal annual installments beginning 09/07/2024.

Positive

• 3,333 RSUs vested and converted into ordinary shares on 09/07/2025
• Sale of 1,520 shares was used solely to satisfy withholding tax obligations (reported sale price $19.11)

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider vesting and tax-related share sale; no new cash-directed sale beyond tax withholding.

The filing shows an ordinary-course equity compensation event: 3,333 RSUs vested and were converted into shares on 09/07/2025, and 1,520 of those shares were sold the next day at $19.11 to cover withholding taxes. The transactions reduced the reporting person’s beneficial ownership from 44,825 to 43,305 shares. There is no indication of discretionary open-market selling beyond tax withholding, and the underlying RSU grant was part of a 10,000-share award granted 09/07/2023 with three-year annual vesting.

Corporate Governance Expert

TL;DR: Compensation vesting and tax-satisfaction sale; disclosure aligns with Section 16 reporting requirements.

This Form 4 discloses standard Section 16 activity: RSU vesting (a deemed acquisition by conversion) followed by a sale to satisfy tax obligations. The filing includes clear dates, amounts, and price for the sale, and is signed by an attorney-in-fact. There are no governance issues or material red flags disclosed in this filing.

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^*

Smith Jason Drew

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2025

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
Ordinary Shares	09/07/2025		M		3,333	A	(1)	44,825	D
Ordinary Shares	09/08/2025		S		1,520(2)	D	$19.11	43,305	D

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
Restricted Stock Units	(1)	09/07/2025		M			3,333	(3)	(3)	Ordinary Shares	3,333	$0	3,334	D

Explanation of Responses:

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

2. Represents shares sold to satisfy withholding tax obligations upon the settlement of restricted stock units.

3. The reporting person was granted RSUs on September 7, 2023 representing 10,000 ordinary shares. The RSUs will vest in three equal annual installments from September 7, 2024.

	/s/ Jason D. Smith, Attorney-in-Fact	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Jason D. Smith report on Form 4 for URGN?

The filing reports 3,333 RSUs vested on 09/07/2025 which converted into 3,333 ordinary shares, and a sale of 1,520 shares on 09/08/2025 at $19.11 to satisfy withholding taxes.

How many URGN shares does the reporting person beneficially own after the transactions?

Following the reported transactions the reporting person beneficially owns 43,305 ordinary shares.

What was the original RSU grant and vesting schedule disclosed?

The RSU grant was for 10,000 ordinary shares granted on 09/07/2023, vesting in three equal annual installments beginning 09/07/2024.

Was the 09/08/2025 sale part of a trading plan or an open-market sale?

The filing states the sale represents shares sold to satisfy withholding tax obligations upon RSU settlement; no separate trading plan is indicated in this Form 4.

At what price were the shares sold to cover taxes?

The shares sold on 09/08/2025 were reported at $19.11 per share.