UroGen Pharma (URGN) CMO reports RSU vesting and new 20,000-unit award

Rhea-AI Filing Summary

UroGen Pharma Ltd. Chief Medical Officer Mark Schoenberg reported equity compensation activity involving restricted stock units (RSUs) and ordinary shares. On January 31, 2026, previously granted RSUs converted into a total of 13,333 ordinary shares at an exercise price of $0, increasing his directly held ordinary shares.

On the same date, he received a new grant of 20,000 RSUs at $0. One-third of the shares underlying this new RSU award will vest on each of January 31, 2027, January 31, 2028, and January 31, 2029, providing staged future share delivery if vesting conditions are met.

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

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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^*

Schoenberg Mark

(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 Medical Officer

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		3,333	A	(1)	145,692	D
Ordinary Shares	01/31/2026		M		6,666	A	(1)	152,358	D
Ordinary Shares	01/31/2026		M		3,334	A	(1)	142,359	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			3,333	(4)	(4)	Ordinary Shares	3,333	$0	3,334	D
Restricted Stock Units	(1)	01/31/2026		M			6,666	(2)	(2)	Ordinary Shares	6,666	$0	13,334	D
Restricted Stock Units	(1)	01/31/2026		M			3,334	(3)	(3)	Ordinary Shares	3,334	$0	0	D
Restricted Stock Units	(1)	01/31/2026		A		20,000		(5)	(5)	Ordinary Shares	20,000	$0	20,000	D

Explanation of Responses:

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

2. The reporting person was granted RSUs on January 31, 2025 representing 20,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2026.

3. The reporting person was granted RSUs on January 31, 2023 representing 10,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2024.

4. The reporting person was granted RSUs on January 31, 2024 representing 10,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2025.

5. 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	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did UroGen Pharma (URGN) report for Mark Schoenberg?

UroGen Pharma reported that Chief Medical Officer Mark Schoenberg had RSUs vest into 13,333 ordinary shares on January 31, 2026 at $0 per share. These reflect previously granted equity awards converting into direct share ownership rather than an open-market purchase or sale.

How many new restricted stock units did UroGen Pharma CMO receive?

On January 31, 2026, the CMO received a new grant of 20,000 restricted stock units at $0 per unit. Each RSU represents a contingent right to receive one ordinary share of UroGen Pharma if the applicable vesting conditions are satisfied over time.

What is the vesting schedule for the new 20,000 RSUs at UroGen Pharma?

The 20,000 RSUs granted on January 31, 2026 will vest in three equal installments. One-third of the underlying shares will vest on each of January 31, 2027, January 31, 2028, and January 31, 2029, subject to the award’s vesting conditions.

How do the UroGen Pharma RSUs convert into ordinary shares for the CMO?

Each restricted stock unit represents a contingent right to receive one ordinary share of UroGen Pharma. When RSUs vest and are settled, they convert into ordinary shares, as shown by the January 31, 2026 transactions reported at an exercise price of $0 per share.

Were the UroGen Pharma CMO’s RSU and share transactions direct or indirect holdings?

All the reported RSU and ordinary share transactions for the CMO are classified as directly held. The Form 4 shows the ownership form as “D” for direct, and there are no footnotes indicating indirect ownership through another entity or person.

What prior RSU grants to the UroGen Pharma CMO are referenced in this Form 4?

The filing references RSU grants from January 31, 2023, January 31, 2024, and January 31, 2025. Each represented 10,000 or 20,000 ordinary shares and was structured to vest in three equal annual installments beginning one year after the respective grant date.