[Form 4] UroGen Pharma Ltd. Insider Trading Activity

Rhea-AI Filing Summary

UroGen Pharma Ltd. (URGN) director Wen Leana was granted equity awards on 08/26/2025: a stock option for 10,000 ordinary shares with a $19.50 exercise price and 8,000 restricted stock units (RSUs). The option and RSUs vest in equal quarterly installments over one year, subject to the director's continued service under the companys 2017 Equity Incentive Plan. After the grants, the reporting person beneficially owns 10,000 shares underlying the option and 8,000 shares underlying the RSUs, each shown as direct ownership. The Form 4 was signed by an attorney-in-fact on 08/27/2025.

Positive

• Equity-based compensation granted, which can align the director's incentives with long-term shareholder value
• Time-based vesting over one year encourages retention and continued service
• Timely Form 4 filing (signed 08/27/2025) indicates compliance with disclosure rules

Negative

• Potential dilution from 10,000 options and 8,000 RSUs, although the filing does not state total outstanding shares to gauge materiality
• No performance conditions are disclosed for the RSUs or options, indicating grants are service-based rather than tied to operational milestones

Insights

Corporate Governance Expert

TL;DR: Standard director compensation via time-based equity awards aligns interests but increases potential share dilution.

The filing documents typical equity-based compensation for a director: a 10,000-share option at a $19.50 strike and 8,000 RSUs, both vesting quarterly over one year subject to continuous service. Time-based vesting promotes retention and aligns the director with shareholder outcomes without immediate cash cost to the company. The awards are reported as direct beneficial ownership. The absence of performance-based conditions suggests the grants reward service/retention rather than specific operational milestones. The magnitude (18,000 underlying shares) should be measured against the companys total outstanding shares to assess dilution, which is not provided in this form.

Securities Analyst

TL;DR: Insider grant disclosed; procedural and compliant reporting but limited material impact disclosed.

The Form 4 shows an option grant exercisable through 2035 and RSUs both vesting over one year. The options exercise price ($19.50) and the long expiration to 08/26/2035 are stated, with 10,000 options and 8,000 RSUs added to the directors direct holdings. From a market perspective, these are routine compensation awards; the filing does not state previous holdings, aggregate insider holdings, or the issuers outstanding share count, so market-impact analysis is constrained. The filing was executed via attorney-in-fact and dated 08/27/2025, indicating timely compliance with Section 16 reporting.

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

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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^*

WEN LEANA

(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 equity awards did Wen Leana receive according to the URGN Form 4?

The Form 4 reports a 10,000-share stock option$19.50 exercise price and 8,000 restricted stock units (RSUs), both granted on 08/26/2025.

How do the option and RSU awards vest for the director?

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

What ownership does the Form 4 show after these grants?

The filing shows 10,000 shares underlying the option and 8,000 shares underlying the RSUs as direct beneficial ownership following the reported transactions.

What is the options expiration date?

The stock option lists an expiration date of 08/26/2035.

Was the Form 4 properly signed and filed?

Yes; the Form 4 is executed by an attorney-in-fact, /s/ Jason D. Smith, and dated 08/27/2025.