Smith Jason Drew 4

4 · UroGen Pharma Ltd. · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

UroGen (URGN) GC Jason Smith Sells 7,479 Shares

What Happened

Jason Drew Smith, General Counsel of UroGen Pharma (URGN), had RSUs settle on Jan 31, 2026 and converted restricted stock units into shares. The filing shows 32,609 RSUs were recorded as acquired on Jan 31, 2026. To cover tax obligations, a portion of those shares were withheld and/or sold: 15,500 shares were reported as disposed at $0 (withholding), and 7,479 shares were sold in the open market on Feb 3, 2026 at $19.69 per share for total proceeds of $147,262. After withholdings and sales, roughly 9,630 shares from this settlement remain.

Key Details

Transaction dates and prices:
- Jan 31, 2026: RSU settlement/conversion reported (32,609 shares acquired; multiple derivative conversion lines totaling 15,500 shares also reported).
- Feb 3, 2026: Open-market sales of 2,654; 1,608; and 3,217 shares at $19.69 each (total 7,479 shares; proceeds $147,262).
Purpose of sales: Footnote F2 indicates shares were sold to satisfy withholding tax obligations upon RSU settlement (routine tax-related sale).
Footnotes of note:
- F1: Each RSU = right to 1 ordinary share.
- F3–F5: RSUs originated from grants in 2023–2025 with staggered vesting schedules.
- F6: Some underlying RSUs vest in future years (1/3 on Jan 31 of 2027–2029).
Filing timeliness: The report was filed Feb 11, 2026. Because Form 4s are generally due within two business days of the transaction, this filing appears to have been submitted later than the standard two-business-day window.

Context

These transactions reflect RSU settlement and routine tax-covering activity rather than a discretionary market-outlook purchase or sale. The derivative entries represent conversion/settlement of RSUs into ordinary shares; some settled shares were directly withheld (reported as $0 dispositions) and others were sold on the open market to cover withholding taxes (cash proceeds reported).

Form 4

Period: 2026-01-31

General Counsel

Transactions

Exercise/Conversion
Ordinary Shares
[F1]
2026-01-31+5,500→ 55,472 total
Sale
Ordinary Shares
[F2]
2026-02-03$19.69/sh−2,654$52,257→ 52,934 total
Exercise/Conversion
Ordinary Shares
[F1]
2026-01-31+3,333→ 58,805 total
Sale
Ordinary Shares
[F2]
2026-02-03$19.69/sh−1,608$31,662→ 51,326 total
Exercise/Conversion
Ordinary Shares
[F1]
2026-01-31+6,667→ 49,972 total
Sale
Ordinary Shares
[F2]
2026-02-03$19.69/sh−3,217$63,343→ 55,588 total
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-01-31−5,500→ 5,500 total
→ Ordinary Shares (5,500 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-01-31−3,333→ 6,667 total
→ Ordinary Shares (3,333 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-01-31−6,667→ 0 total
→ Ordinary Shares (6,667 underlying)
Award
Restricted Stock Units
[F1][F6]
2026-01-31+32,609→ 32,609 total
→ Ordinary Shares (32,609 underlying)

Footnotes (6)

[F1]Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share of the Issuer.
[F2]Represents shares sold to satisfy withholding tax obligations upon the settlement of restricted stock units.
[F3]The reporting person was granted RSUs on January 31, 2025 representing 10,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2026.
[F4]The reporting person was granted RSUs on January 31, 2023 representing 20,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2024.
[F5]The reporting person was granted RSUs on January 31, 2024 representing 16,500 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2025.
[F6]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.

Signature

/s/ Jason D. Smith, Attorney-in-Fact|2026-02-11

1 file