UroGen GC sells 1,519 shares to cover taxes

UroGen Pharma’s General Counsel settled RSUs and sold shares mainly to cover withholding taxes from the vesting.

Rhea-AI Filing Summary

UroGen Pharma Ltd. (URGN) reported that General Counsel Jason Drew Smith settled a tranche of equity awards and related tax obligations. On September 7, 2026, he exercised 3,334 Restricted Stock Units, receiving an equal number of ordinary shares at no cash exercise price. On September 8, 2026, 1,519 ordinary shares were sold at $42.54 per share to satisfy withholding tax obligations tied to this RSU settlement; no Rule 10b5-1 trading plan is reported.

The RSUs exercised are part of a grant awarded on September 7, 2023 covering 10,000 ordinary shares, scheduled to vest in three equal annual installments beginning September 7, 2024.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Smith Jason Drew

Role General Counsel

Sold 1,519 shs ($65K)

Approx. gross sale proceeds $65K

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F2	1,519	$42.54	$65K
Exercise	Restricted Stock Units F1, F3	3,334	$0.00	$0.00
Exercise	Ordinary Shares F1	3,334	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Ordinary Shares — 53,141 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share of the Issuer.
2. F2. Represents shares sold to satisfy withholding tax obligations upon the settlement of restricted stock units.
3. F3. The reporting person was granted RSUs on September 7, 2023 representing 10,000 ordinary shares. The RSUs will vest in three equal annual installments from September 7, 2024.

Key Figures

Shares sold: 1,519 shares Sale price per share: $42.54 per share RSUs exercised: 3,334 units +2 more

5 metrics

Shares sold 1,519 shares Ordinary shares sold on September 8, 2026 to satisfy withholding tax obligations

Sale price per share $42.54 per share Price for the 1,519 ordinary shares sold on September 8, 2026

RSUs exercised 3,334 units Restricted Stock Units converted into 3,334 ordinary shares on September 7, 2026

Underlying ordinary shares from RSU grant 10,000 shares RSUs granted on September 7, 2023 representing 10,000 ordinary shares

RSU vesting schedule Three equal annual installments Vesting from September 7, 2024 for the 10,000-share RSU grant

Key Terms

Restricted Stock Units, withholding tax obligations, contingent right

3 terms

Restricted Stock Units financial

"The reporting person was granted RSUs on September 7, 2023 representing 10,000 ordinary shares."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding tax obligations financial

"Represents shares sold to satisfy withholding tax obligations upon the settlement of restricted stock units."

contingent right financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share"

FAQ

What insider transactions did URGN’s General Counsel report on this Form 4?

URGN’s General Counsel, Jason Drew Smith, exercised 3,334 RSUs into 3,334 ordinary shares on September 7, 2026, and on September 8, 2026, 1,519 ordinary shares were sold at $42.54 per share to cover withholding tax obligations related to this RSU settlement.

How many UroGen Pharma (URGN) shares were sold and at what price?

A total of 1,519 ordinary shares of UroGen Pharma were sold on September 8, 2026 at a price of $42.54 per share. According to the filing, these sales were made to satisfy withholding tax obligations arising from the settlement of Restricted Stock Units.

How many Restricted Stock Units did URGN’s General Counsel vest and convert?

He exercised 3,334 Restricted Stock Units on September 7, 2026, receiving 3,334 ordinary shares. Each RSU represents a contingent right to receive one ordinary share, and this exercise relates to a prior RSU grant awarded in September 2023.

Were the URGN insider transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that these transactions were made pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.

What RSU grant underlies the 2026 transactions for URGN’s General Counsel?

The exercised RSUs come from a grant made on September 7, 2023, covering 10,000 ordinary shares. The RSUs are scheduled to vest in three equal annual installments starting on September 7, 2024, as disclosed in the footnotes.

Did the derivative RSU position remain after these URGN transactions?

For the specific 3,334 Restricted Stock Units reported, the Form 4 shows 0 derivative units remaining after the exercise. The derivative summary in this filing does not list any additional derivative positions for this RSU line.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 02:36 PM Accepted by SEC EDGAR 09/09/2026 - 02:35 PM Learn about SEC filing dates

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^*

Smith Jason Drew

(Last) (First) (Middle)

400 ALEXANDER PARK DRIVE

(Street)

PRINCETON NEW JERSEY 08540

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/07/2026		M		3,334	A	(1)	54,660	D
Ordinary Shares	09/08/2026		S		1,519(2)	D	$42.54	53,141	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)	09/07/2026		M			3,334	(3)	(3)	Ordinary Shares	3,334	$0	0	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 10,000 ordinary shares. The RSUs will vest in three equal annual installments from September 7, 2024.

	/s/ Jason D. Smith, Attorney-in-Fact	09/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)