[Form 4] UroGen Pharma Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Holden Stuart, a director of UroGen Pharma Ltd. (URGN), received equity awards on 08/26/2025. The Form 4 reports a stock option for 10,000 ordinary shares with a stated price of $19.50 and 8,000 restricted stock units (RSUs), both granted on 08/26/2025. The Form shows 10,000 stock options and 8,000 RSUs beneficially owned following the reported transactions, each held in a direct ownership form. The disclosures state both the option and RSU awards vest in equal quarterly installments over one year, subject to Continuous Service under the 2017 Equity Incentive Plan. The Form 4 is signed by an attorney-in-fact on 08/27/2025.

Positive

• 10,000 stock option grant recorded with an explicit exercise price of $19.50 as disclosed on 08/26/2025
• 8,000 restricted stock units (RSUs) granted, each representing a contingent right to one ordinary share, as stated in the filing
• Both awards vest in equal quarterly installments over one year, with vesting terms explicitly described

Negative

• Total potential shares underlying the awards: 18,000 (10,000 options + 8,000 RSUs), which could increase outstanding shares if vested and exercised
• No cash consideration or additional restrictive terms disclosed beyond the vesting schedule and exercise price, limiting insight into full compensation cost

Insights

Corporate Governance Expert

TL;DR: Director received equity awards (10,000 options, 8,000 RSUs) that vest over one year; routine director compensation disclosure.

The filing documents grant-based compensation to a director rather than open-market purchases or sales. The awards consist of a stock option with an indicated price of $19.50 for 10,000 underlying ordinary shares and 8,000 RSUs, both subject to quarterly vesting over one year under the 2017 Equity Incentive Plan. As a governance disclosure, this Form 4 informs shareholders of potential future dilution and aligns with required Section 16 reporting obligations. No other transactions, sales, or dispositions are reported.

Compensation Analyst

TL;DR: The equity package is time-vested over one year and is recorded as direct beneficial ownership; appears to be a standard director grant.

The awards combine an option and RSUs, each converting into ordinary shares if vested or exercised. The RSUs represent contingent rights to one ordinary share each. Vesting occurs in equal quarterly installments over one year, contingent on Continuous Service as defined by the plan. The Form shows the post-transaction beneficial ownership counts for each award, providing a clear view of near-term dilution if vesting and exercise occur. The filing contains no cash compensation amounts or additional terms beyond vesting schedule and exercise price shown.

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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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^*

Holden Stuart

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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

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
Stock Option (right ot buy)	$19.5	08/26/2025		A		10,000		(1)	08/26/2035	Ordinary Shares	10,000	$0	10,000	D
Restricted Stock Unit	(2)	08/26/2025		A		8,000		(3)	(3)	Ordinary Shares	8,000	$0	8,000	D

Explanation of Responses:

1. The shares underlying the stock option will vest in equal quarterly installments over a period of one year, subject to the director's Continuous Service (as defined in the 2017 Equity Incentive Plan) through such vesting dates.

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

3. The shares underlying the RSUs will vest in equal quarterly installments over a period of one year, subject to the director's Continuous Service (as defined in the 2017 Equity Incentive Plan) through such vesting dates.

	/s/ Jason D. Smith, Attorney-in-Fact	08/27/2025
	** 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.
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FAQ

What did Holden Stuart report on the Form 4 for URGN?

He reported grants of a 10,000-share stock option and 8,000 restricted stock units (RSUs) on 08/26/2025, with the Form showing these awards as directly beneficially owned following the transactions.

What is the exercise price of the stock option reported on URGN Form 4?

The Form 4 lists an exercise price of $19.50 for the 10,000-share stock option granted on 08/26/2025.

How do the reported awards vest according to the filing?

Both the stock option and the RSUs vest in equal quarterly installments over one year, subject to Continuous Service as defined in the 2017 Equity Incentive Plan.

How many shares could result from these awards if vested and exercised?

18,000 ordinary shares in total (10,000 underlying the stock option plus 8,000 underlying the RSUs) are disclosed in the Form 4 as the amounts associated with the awards.

Was the Form 4 signed and when?

The filing is signed by an attorney-in-fact, Jason D. Smith, on 08/27/2025 as shown in the document.