UroGen Pharma (URGN) CMO nets shares as RSUs vest and 5,222 sold for tax

Rhea-AI Filing Summary

UroGen Pharma’s Chief Medical Officer Mark Schoenberg reported routine equity compensation activity. On June 8, he exercised restricted stock units (RSUs) covering 10,000 ordinary shares, converting them into stock at no exercise price. On the same date, 5,222 ordinary shares were sold at $27.30 per share to satisfy withholding tax obligations tied to this RSU settlement, according to the footnotes. After these transactions, Schoenberg directly held 139,763 ordinary shares of UroGen Pharma.

Insider Trade Summary

Net Seller: 5,222 shares ($142,561)

Net Sell 3 txns

Insider Schoenberg Mark

Role Chief Medical Officer

Sold 5,222 shs ($143K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	10,000	$0.00	--
Exercise	Ordinary Shares	10,000	$0.00	--
Sale	Ordinary Shares	5,222	$27.30	$143K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Ordinary Shares — 144,985 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share of the Issuer. Represents shares sold to satisfy withholding tax obligations upon the settlement of restricted stock units. The reporting person was granted RSUs on June 8, 2023 representing 30,000 ordinary shares. The RSUs will vest in three equal annual installments from June 8, 2024.

Key Figures

Shares sold for tax: 5,222 shares Sale price: $27.30 per share RSUs converted: 10,000 shares +2 more

5 metrics

Shares sold for tax 5,222 shares Ordinary shares sold on June 8, 2026 to satisfy withholding tax

Sale price $27.30 per share Price for 5,222 ordinary shares sold on June 8, 2026

RSUs converted 10,000 shares Restricted stock units converting into ordinary shares on June 8, 2026

Post-transaction holdings 139,763 shares Ordinary shares directly held by Schoenberg after June 8, 2026

Original RSU grant size 30,000 shares RSUs granted June 8, 2023, vesting in three equal annual installments

Key Terms

restricted stock unit, withholding tax obligations, derivative security, ordinary shares

4 terms

restricted stock unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

withholding tax obligations financial

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

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

ordinary shares financial

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

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

Schoenberg Mark

(Last) (First) (Middle)

400 ALEXANDER PARK DRIVE

(Street)

PRINCETON NEW JERSEY 08540

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Medical Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/08/2026		M		10,000	A	(1)	144,985	D
Ordinary Shares	06/08/2026		S		5,222(2)	D	$27.3	139,763	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)	06/08/2026		M			10,000	(3)	(3)	Ordinary Shares	10,000	$0	0	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 June 8, 2023 representing 30,000 ordinary shares. The RSUs will vest in three equal annual installments from June 8, 2024.

	/s/ Jason D. Smith, Attorney-in-Fact	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did URGN’s Chief Medical Officer report on this Form 4?

Mark Schoenberg reported RSUs converting into 10,000 ordinary shares and a sale of 5,222 shares at $27.30 each. The sale was used to cover withholding tax obligations arising from the RSU settlement, making it a compensation-related, not discretionary, transaction.

How many UroGen Pharma (URGN) shares does Mark Schoenberg hold after these transactions?

Following the June 8 transactions, Mark Schoenberg directly holds 139,763 ordinary shares of UroGen Pharma. This reflects RSUs converting into 10,000 new shares and 5,222 shares sold to cover tax withholding, resulting in a net increase in his direct equity position.

Why were 5,222 URGN shares sold in Mark Schoenberg’s Form 4 filing?

The 5,222 ordinary shares were sold at $27.30 per share to satisfy withholding tax obligations from the settlement of restricted stock units. Footnotes specify this tax-related purpose, indicating the sale was mechanical rather than a discretionary open-market reduction of his position.

What are the terms of Mark Schoenberg’s RSU grant mentioned in the URGN Form 4?

Footnotes state Schoenberg was granted RSUs on June 8, 2023 representing 30,000 ordinary shares. These RSUs vest in three equal annual installments starting June 8, 2024, meaning 10,000 shares vest each year, subject to the grant’s continued service conditions.

Does this URGN Form 4 indicate a large discretionary share sale by the CMO?

The filing shows a sale of 5,222 shares, but footnotes clarify this sale covered withholding tax obligations from RSU settlement. Combined with 10,000 RSUs converting into shares, the activity appears routine compensation-related, not a substantial discretionary reduction in holdings.