[Form 4] UroGen Pharma Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Mark Schoenberg, Chief Medical Officer of UroGen Pharma Ltd. (URGN), received and settled restricted stock units in September 2025. On 09/07/2025 1,667 RSUs vested, each representing one ordinary share, increasing his beneficial ownership to 149,896 shares. On 09/08/2025 he sold 871 shares at $19.11 to satisfy withholding tax obligations, leaving him with 149,025 shares beneficially owned. The RSUs granted on 09/07/2023 totalled 5,000 and vest in three equal annual installments beginning 09/07/2024. The Form 4 was signed by an attorney-in-fact on 09/09/2025.

Positive

• RSU vesting aligns executive incentives with shareholder value through equity ownership
• Clear disclosure of grant history and withholding sale indicates compliance with Section 16 reporting

Negative

• Small disposition (871 shares) reduced beneficial ownership, though it was for tax withholding rather than discretionary sale

Insights

Securities/Equity Compensation Analyst

TL;DR: Routine RSU vesting and a tax-withholding sale; minor net change in insider ownership.

The transactions reflect scheduled vesting of previously awarded restricted stock units and a concurrent sale to cover tax withholding. Vesting of 1,667 RSUs increased reported beneficial ownership to 149,896 shares before the sale. The subsequent disposition of 871 shares at $19.11 reduced reported holdings to 149,025 shares. These are non-discretionary, administrative transactions tied to compensation and tax obligations rather than open-market trading for liquidity or signaling a change in executive intent.

Corporate Governance / Insider Transactions Specialist

TL;DR: Disclosure is complete and consistent with standard equity award practices.

The Form 4 discloses the nature of the award (RSUs from a 2023 grant) and the mechanics of settlement and tax withholding. The reporting shows proper use of codes for a vesting acquisition (M) and a sale to satisfy tax withholding (S). The signature by an attorney-in-fact follows common practice. There is no indication of unusual timing or material corporate events linked to 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

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 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)
09/07/2025

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	09/07/2025		M		1,667	A	(1)	149,896	D
Ordinary Shares	09/08/2025		S		871(2)	D	$19.11	149,025	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)	09/07/2025		M			1,667	(3)	(3)	Ordinary Shares	1,667	$0	1,667	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 September 7, 2023 representing 5,000 ordinary shares. The RSUs will vest in three equal annual installments from September 7, 2024.

	/s/ Jason D. Smith, Attorney-in-Fact	09/09/2025
	** 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 transactions did Mark Schoenberg (URGN) report on the Form 4?

He reported the vesting of 1,667 RSUs on 09/07/2025 and the sale of 871 shares on 09/08/2025 at $19.11 to satisfy tax withholding.

How many URGN shares does the reporting person beneficially own after these transactions?

149,025 ordinary shares following the reported sale on 09/08/2025.

What is the origin and schedule of the RSUs reported?

The RSUs were granted on 09/07/2023 totaling 5,000 shares and vest in three equal annual installments beginning 09/07/2024.

Why were shares sold on 09/08/2025?

The sale of 871 shares was executed to satisfy withholding tax obligations upon settlement of the vested RSUs.

Does the Form 4 indicate any change in role or material corporate event?

No. The form lists Schoenberg as Chief Medical Officer and shows routine equity compensation activity only.