Smith Jason Drew 4

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).