UroGen Pharma Ltd. holdings disclosure: The Toronto-Dominion Bank and TD Securities Inc. report beneficial ownership of 2,618,020 shares of UroGen ordinary shares, representing 5.4% of the class. The filing states TD Bank holds sole voting and dispositive power over 2,616,714 shares and TDSI holds sole voting and dispositive power over 1,306 shares. The statement is a joint Schedule 13G filing and includes a signed joint filing agreement dated May 15, 2026.
Positive
None.
Negative
None.
Insights
Large institutional holder reports passive ownership just above 5% threshold.
TD Bank and its broker affiliate TD Securities Inc. report combined beneficial ownership of 2,618,020 shares, or 5.4%. The filing lists exact vote and disposition powers: TD Bank 2,616,714, TDSI 1,306.
The disclosure signals a material, reportable stake under federal rules; subsequent trading by these entities or related parties would be disclosed in future filings.
Joint Schedule 13G clarifies ownership and disclaims group control.
The filing includes a joint filing agreement and an explicit disclaimer that the reporting persons are not acting as a group for Section 13(d) purposes. It also states TD Bank may be deemed to hold an indirect interest in TDSI's shares due to ownership.
Material dependencies include any change in voting/dispositive power or increases above reporting thresholds, which would trigger different disclosure obligations.
Key Figures
Beneficial ownership:2,618,020 sharesPercent of class:5.4%TD Bank sole voting power:2,616,714 shares+2 more
5 metrics
Beneficial ownership2,618,020 sharesreported in Schedule 13G
Percent of class5.4%percent of outstanding ordinary shares
TD Bank sole voting power2,616,714 sharessole power to vote and dispose
TD Securities (TDSI) sole power1,306 sharessole power to vote and dispose
Signature dateMay 15, 2026joint filing agreement signed
Key Terms
Schedule 13G, beneficially owned, sole voting power, Section 13(d)
4 terms
Schedule 13Gregulatory
"joint Schedule 13G filing and includes a signed joint filing agreement"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownedfinancial
"Amount beneficially owned: 2,618,020"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole voting powerregulatory
"TD Bank has the sole power to vote or direct the vote of 2,616,714"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Section 13(d)regulatory
"shall not be construed as an admission ... acting together ... for the purposes of Section 13(d)"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UroGen Pharma Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M96088105
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
M96088105
1
Names of Reporting Persons
The Toronto-Dominion Bank
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,616,714.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,616,714.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,616,714.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.4 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP Number(s):
M96088105
1
Names of Reporting Persons
TD SECURITIES INC.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,306.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,306.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,306.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
UroGen Pharma Ltd.
(b)
Address of issuer's principal executive offices:
9 HA'TA'ASIYA ST, RA'ANANA, ISRAEL
4365007
Item 2.
(a)
Name of person filing:
The Toronto-Dominion Bank
TD SECURITIES INC.
(b)
Address or principal business office or, if none, residence:
The principal office address of The Toronto-Dominion Bank ("TD Bank"):
66 Wellington Street West
12th Floor TD Tower
Toronto, Ontario, Canada
M5K 1A2
The principal office address of TD Securities Inc. ("TDSI"):
55 King Street West
TD Tower 12th Floor
Toronto, Ontario, Canada
M5K 1A2
(c)
Citizenship:
The Toronto-Dominion Bank - CANADA (FEDERAL LEVEL)
TD SECURITIES INC. - ONTARIO, CANADA
(d)
Title of class of securities:
Ordinary Shares, par value NIS 0.01 per share
(e)
CUSIP Number(s):
M96088105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
TD Bank - Bank
TDSI - Broker Dealer
Item 4.
Ownership
(a)
Amount beneficially owned:
2,618,020
TD Bank has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 2,616,714 of these shares and
TDSI has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 1,306 of these shares.
This schedule is jointly filed by TD Bank and TDSI. TD Bank is the sole owner of TDSI. TD Bank may be deemed to hold an indirect interest in the shares reported herein by TDSI by virtue of its ownership of TDSI. TD Bank disclaims ownership of the shares reported herein by TDSI except to the extent of its pecuniary interest therein.
Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Percent of class:
5.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The Toronto-Dominion Bank - 2,616,714
TD SECURITIES INC. - 1,306
(ii) Shared power to vote or to direct the vote:
The Toronto-Dominion Bank - 0
TD SECURITIES INC. - 0
(iii) Sole power to dispose or to direct the disposition of:
The Toronto-Dominion Bank - 2,616,714
TD SECURITIES INC. - 1,306
(iv) Shared power to dispose or to direct the disposition of:
The Toronto-Dominion Bank - 0
TD SECURITIES INC. - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
The Toronto-Dominion Bank
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
05/15/2026
TD SECURITIES INC.
Signature:
Greg Nowakowski
Name/Title:
Greg Nowakowski / Chief Compliance Officer
Date:
05/15/2026
Exhibit Information
Exhibit I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares of UroGen Pharma Ltd. will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: May 15, 2026
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TD SECURITIES INC.
By: /s/ Greg Nowakowski
Title: Chief Compliance Officer
TD Bank and TD Securities report combined beneficial ownership of 2,618,020 shares, representing 5.4%. The filing breaks out TD Bank's sole power over 2,616,714 shares and TDSI's sole power over 1,306 shares.
Does the Schedule 13G say TD Bank is acting as a group with others?
No; the filing includes a explicit statement that neither reporting person admits to acting together as a group under Section 13(d). A joint filing agreement is included and signed on May 15, 2026.
Who has voting and dispositive power over the reported shares?
The Toronto-Dominion Bank has sole voting and dispositive power over 2,616,714 shares and TD Securities Inc. has sole voting and dispositive power over 1,306 shares, as shown in the filing's ownership table.
Does TD Bank claim direct ownership of TDSI's shares?
TD Bank states it may be deemed to hold an indirect interest in TDSI's reported shares by virtue of ownership of TDSI, and it expressly disclaims ownership of those shares except to the extent of any pecuniary interest.
When was this Schedule 13G signed and filed?
The joint filing agreement and signatures in the excerpt are dated May 15, 2026, with the cover referencing an ownership snapshot as of 03/31/2026 in the header information.
