UroGen Pharma (URGN) GC awarded 32,609 RSUs and sells shares at $19.69

Rhea-AI Filing Summary

UroGen Pharma Ltd. General Counsel Jason Drew Smith reported equity award activity and related share sales. On January 31, 2026, multiple tranches of previously granted restricted stock units (RSUs) vested and were settled into ordinary shares, including awards originally granted in 2023, 2024, and 2025.

That same day, Smith received a new grant of 32,609 RSUs, which will vest in three equal installments on January 31, 2027, January 31, 2028, and January 31, 2029. On February 3, 2026, he sold ordinary shares at $19.69 per share to cover withholding tax obligations arising from the RSU settlements, and continued to hold tens of thousands of UroGen ordinary shares directly after these transactions.

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^*

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)
01/31/2026

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	01/31/2026		M		5,500	A	(1)	55,472	D
Ordinary Shares	02/03/2026		S		2,654(2)	D	$19.69	52,934	D
Ordinary Shares	01/31/2026		M		3,333	A	(1)	58,805	D
Ordinary Shares	02/03/2026		S		1,608(2)	D	$19.69	51,326	D
Ordinary Shares	01/31/2026		M		6,667	A	(1)	49,972	D
Ordinary Shares	02/03/2026		S		3,217(2)	D	$19.69	55,588	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)	01/31/2026		M			5,500	(5)	(5)	Ordinary Shares	5,500	$0	5,500	D
Restricted Stock Units	(1)	01/31/2026		M			3,333	(3)	(3)	Ordinary Shares	3,333	$0	6,667	D
Restricted Stock Units	(1)	01/31/2026		M			6,667	(4)	(4)	Ordinary Shares	6,667	$0	0	D
Restricted Stock Units	(1)	01/31/2026		A		32,609		(6)	(6)	Ordinary Shares	32,609	$0	32,609	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 January 31, 2025 representing 10,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2026.

4. The reporting person was granted RSUs on January 31, 2023 representing 20,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2024.

5. The reporting person was granted RSUs on January 31, 2024 representing 16,500 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2025.

6. 1/3 of the shares underlying the restricted stock units will vest on each of January 31, 2027, January 31, 2028 and January 31, 2029.

	/s/ Jason D. Smith, Attorney-in-Fact	02/11/2026
	** 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.
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FAQ

What insider transactions did UroGen Pharma (URGN) report for Jason Drew Smith?

Jason Drew Smith reported RSU vesting, a new RSU grant, and tax-related share sales. Several restricted stock unit awards converted into ordinary shares, a new 32,609-unit RSU grant was issued, and shares were sold at $19.69 solely to satisfy withholding tax obligations.

How many restricted stock units were newly granted to UroGen Pharma’s General Counsel?

Jason Drew Smith received 32,609 new restricted stock units. Each RSU represents one ordinary share. These units were granted on January 31, 2026 and are scheduled to vest in three equal annual installments across January 31, 2027, January 31, 2028, and January 31, 2029.

At what price were UroGen Pharma (URGN) shares sold in the reported insider transactions?

The reported ordinary share sales occurred at $19.69 per share. These sales on February 3, 2026 involved several small blocks of shares and, according to the disclosure, were made to cover withholding tax obligations from the settlement of restricted stock units.

Why did UroGen Pharma’s General Counsel sell shares in early 2026?

The share sales were made to satisfy tax withholding from RSU settlements. Footnote disclosure states the ordinary shares sold on February 3, 2026 at $19.69 per share were specifically used to cover withholding obligations arising when restricted stock units converted into ordinary shares.

How do the restricted stock units reported by UroGen Pharma convert into shares?

Each RSU converts into one ordinary share upon vesting. The filing explains that every restricted stock unit represents a contingent right to receive one ordinary share of UroGen Pharma Ltd., with vesting schedules defined for grants made in 2023, 2024, 2025, and the new 2026 award.

What is the vesting schedule of the new 32,609 RSU grant at UroGen Pharma?

The 32,609 RSUs vest in three equal annual installments. One-third of the shares underlying this award will vest on each of January 31, 2027, January 31, 2028, and January 31, 2029, aligning compensation with multi-year service at UroGen Pharma.