[Form 4] UroGen Pharma Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Chris Degnan, Chief Financial Officer of UroGen Pharma Ltd. (URGN), reported equity changes related to restricted stock units. The reporting notes a grant of 13,450 RSUs on 10/08/2024 that vest in three equal annual installments beginning 10/08/2025. On 10/08/2025 the reporting person had 4,483 RSUs treated as acquired upon vesting and sold 2,203 shares to satisfy tax withholding at a price of $16.85 per share. After these transactions the beneficial ownership reported is 8,967 ordinary shares. The Form 4 was signed by an attorney-in-fact on 10/09/2025.

Positive

• Grant of 13,450 RSUs supports executive retention over three years
• Partial retention of shares after tax withholding: 8,967 ordinary shares remain beneficially owned
• Vesting schedule disclosed provides transparency on future share issuance timing

Negative

• 2,203 shares sold to satisfy withholding reduces the immediate insider stake
• No additional purchases reported that would increase the insider's outright ownership

Insights

Compensation Analyst

RSU vesting and tax-withholding sale are routine for executive compensation.

The grant of 13,450 RSUs with vesting in three equal annual installments aligns pay with multi-year retention. The vesting of 4,483 units on 10/08/2025 converted to shares, of which 2,203 were sold to cover tax withholding at $16.85 per share.

This pattern preserves partial ownership while meeting tax obligations; monitor the remaining unvested RSU tranches over the next two annual vesting dates for potential future share sales.

Corporate Governance Analyst

Reported holdings show continued insider alignment but limited incremental stake increase.

The reporting person retains 8,967 ordinary shares after the transactions, indicating ongoing equity exposure to shareholder outcomes. The use of an attorney-in-fact for filing is a routine administrative step.

Investors may note the schedule: two remaining annual vesting events after 10/08/2025, which could affect future insider selling activity around those dates.

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^*

Degnan Chris

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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	10/08/2025		M		4,483	A	(1)	4,483	D
Ordinary Shares	10/08/2025		S		2,203(2)	D	$16.85	2,280	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)	10/08/2025		M			4,483	(3)	(3)	Ordinary Shares	4,483	$0	8,967	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 October 8, 2024 representing 13,450 ordinary shares. The RSUs will vest in three equal annual installments from October 8, 2025.

	/s/ Jason D. Smith, Attorney-in-Fact	10/09/2025
	** 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 RSU grant did UroGen (URGN) CFO Chris Degnan receive?

The reporting shows a grant of 13,450 RSUs dated 10/08/2024, vesting in three equal annual installments starting 10/08/2025.

How many RSUs vested for Chris Degnan on 10/08/2025?

4,483 RSUs were treated as vested on 10/08/2025, converting to ordinary shares.

Why were 2,203 shares sold and at what price?

The Form 4 shows 2,203 shares were sold to satisfy withholding tax obligations at $16.85 per share.

How many UroGen ordinary shares does the reporting person own after these transactions?

The filing reports beneficial ownership of 8,967 ordinary shares following the transactions.

When are the remaining RSU vesting dates?

The RSUs vest in three equal annual installments beginning 10/08/2025, so the remaining two installments will occur on the next two annual anniversaries.