UroGen Pharma (URGN) CEO granted 153,195 RSUs in new equity award

Rhea-AI Filing Summary

Barrett Elizabeth A. reported acquisition or exercise transactions in this Form 4 filing.

UroGen Pharma Ltd. reported that Chief Executive Officer Elizabeth A. Barrett received a grant of 153,195 restricted stock units on January 31, 2026. Each RSU represents the right to receive one ordinary share at no purchase price. One-third of the RSUs will vest on each of January 31, 2027, January 31, 2028, and January 31, 2029, aligning the CEO’s compensation with the company’s long-term performance.

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^*

Barrett Elizabeth A.

(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 Executive 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

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		A		153,195		(2)	(2)	Ordinary Shares	153,195	$0	153,195	D

Explanation of Responses:

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

2. 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	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did UroGen Pharma (URGN) report for Elizabeth Barrett?

UroGen Pharma reported that CEO Elizabeth A. Barrett received a grant of 153,195 restricted stock units. These RSUs were awarded at no purchase price and represent potential future ordinary shares, subject to a multi‑year vesting schedule tied to continued service.

How many restricted stock units were granted to the UroGen Pharma CEO?

The UroGen Pharma CEO, Elizabeth A. Barrett, was granted 153,195 restricted stock units. This entire amount was reported as directly owned following the transaction, reflecting a sizeable equity-based component in her compensation package that links her interests to long-term shareholder outcomes.

What is the vesting schedule for Elizabeth Barrett’s RSUs at UroGen Pharma?

Elizabeth Barrett’s restricted stock units vest in three equal installments. One-third of the underlying shares will vest on January 31, 2027, another third on January 31, 2028, and the final third on January 31, 2029, encouraging multi‑year leadership continuity.

What does each restricted stock unit represent for UroGen Pharma (URGN)?

Each restricted stock unit represents a contingent right to receive one ordinary share of UroGen Pharma. The shares are only delivered if and when the RSUs vest according to the stated schedule, making them a form of deferred equity compensation for the executive.

Did the UroGen Pharma CEO pay a price for the newly granted RSUs?

The Form 4 shows a per-unit price of 0.0000 for the restricted stock units. This indicates the RSUs were granted as part of compensation rather than purchased in the open market, reinforcing their role as stock-based incentive awards for the CEO.