[Form 4] UroGen Pharma Ltd. Insider Trading Activity

Rhea-AI Filing Summary

UroGen Pharma insider grant: Director Daniel George was granted equity awards on 08/26/2025 consisting of a stock option to buy 10,000 ordinary shares at an exercise price of $19.50 and 8,000 restricted stock units (RSUs) each representing one ordinary share. The option and RSUs were reported as acquisitions and are held directly. The option and RSU awards vest in equal quarterly installments over one year, subject to the directors continuous service under the 2017 Equity Incentive Plan. The reporting was filed by an attorney-in-fact on 08/27/2025.

Positive

• Alignment of interests: Grant combines options and RSUs to align director incentives with shareholders.
• Short-term retention: Quarterly vesting over one year creates near-term retention incentives.
• Timely disclosure: Transaction reported on 08/27/2025 following the 08/26/2025 grant.

Negative

• Limited size/context: Filing does not disclose the director's total existing holdings or aggregate dilution impact.
• No performance conditions: Awards are time-based only; no disclosed performance criteria to tie to company metrics.

Insights

Corporate Governance Expert

TL;DR: Director received time-based equity to align incentives; vesting over one year increases near-term retention incentive.

The grant of a 10,000-share option at $19.50 plus 8,000 RSUs is a standard time-based compensation for a director. Vesting in equal quarterly installments over one year creates short-term retention and aligns the directors interests with shareholders for the upcoming year. The awards are direct holdings and were reported promptly. No cash purchase or disposition occurred. The filing does not disclose total existing holdings beyond these awards or any hedging arrangements.

Compensation Analyst

TL;DR: Package mixes upside (option) and guaranteed equity (RSUs); modest size appropriate for a director-level grant.

The combination of options and RSUs balances potential upside with immediate equity value upon vesting. The option strike of $19.50 establishes the break-even share price for option value; RSUs deliver actual shares as they vest. The one-year cliff-free quarterly vesting accelerates realizable value relative to multi-year schedules. The filing lacks context on aggregate dilution or comparative director pay levels.

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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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^*

Wildman Daniel George

(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 URGN director Daniel George receive on 08/26/2025?

He was granted a stock option for 10,000 ordinary shares at $19.50 and 8,000 RSUs, both acquired on 08/26/2025.

How do the awards vest for the URGN grant?

Both the stock option and the RSUs vest in equal quarterly installments over one year, subject to continuous service under the 2017 Equity Incentive Plan.

Are the awarded shares held directly or indirectly?

The filing indicates the awards are held directly (D) by the reporting person.

What is the exercise price of the stock option reported for URGN?

The exercise (conversion) price is $19.50 per share for the 10,000-share option.

When was the Form 4 filed for these transactions?

The Form 4 was signed and filed on 08/27/2025 by an attorney-in-fact.