17 unchanged sentences
Other Information
+Added: During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a - 1 (f) under the Exchange Act) adopted or terminated any “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
+Added: Notice of 2026 Annual Meeting Date and Related Deadlines
+Added: As of the date of this Annual Report, we intend to hold our 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting of Shareholders") on or about June 22, 2026.
+Added: This date is more than 30 days before the one -year anniversary of our 2025 annual meeting of shareholders, which was held on August 26, 2025.
+Added: Under the Israeli Companies Law, 5759 - 1999 and the regulations promulgated thereunder (collectively, the “Companies Law”), one or more shareholders holding at least 1% of the voting rights in the Company may request that our Board include a matter in the agenda of a general meeting of shareholders to be convened in the future (or 5% if the matter is the appointment or removal of a director), provided that it is appropriate to discuss such a matter at the general meeting.
+Added: Our articles of association currently provide that any shareholder holding at least 1% of the outstanding voting rights may make such a request.
+Added: In addition to the eligibility requirements under the Companies Law, our articles of association specify additional procedural requirements for shareholder proposals.
+Added: Under our articles of association, in the event that the date of the annual general meeting is advanced more than 30 days prior to the anniversary of the preceding year’s annual general meeting, notice by the proposing shareholder, in order to be timely, must be received no earlier than the close of business 120 days prior to such annual general meeting, February 22, 2026, and no later than the close of business 90 days prior to such annual general meeting, March 24, 2026.
+Added: In addition, shareholder proposals may be submitted for inclusion in a proxy statement under Rule 14a - 8 under the Exchange Act.
+Added: Under Rule 14a - 8 of the Exchange Act, to be eligible for inclusion in our proxy materials for the 2026 Annual Meeting of Shareholders, shareholder proposals must be received by us a reasonable time before we begin to print and send our proxy materials.
+Added: We have determined that March 27, 2026, which is the date disclosed in our definitive proxy statement on Schedule 14A for our 2025 annual meeting of shareholders, remains a reasonable time before we expect to begin to print and distribute our proxy materials for our 2026 Annual Meeting, and that any shareholder proposals must be received on or before the close of business on that day.
+Added: In addition, Rule 14a - 8 proposals must otherwise comply with the requirements of the rule.
+Added: Additional requirements regarding shareholder proposals submitted for inclusion in our proxy materials for an annual general meeting of shareholders can be found in the articles of association, which is available as an exhibit to this Annual Report.
+Added: Proposals should be addressed to:
+Added: UroGen Pharma Ltd., 400 Alexander Park Drive, 4th Floor, Princeton, New Jersey 08540, Attention:
+Added: Corporate Secretary.
+Added: In addition to satisfying the foregoing requirements under our articles of association, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our board of directors’ nominees must provide notice that sets forth any additional information required by Rule 14a - 19 promulgated under the Exchange Act.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item will be set forth in our definitive proxy statement for our 2025 annual meeting of shareholders, or an amendment to this Annual Report on Form 10-K, to be filed with the SEC by April 30, 2025 (the "Proxy Statement/Form 10-K Amendment").
+Added: The information required by this item will be set forth in the sections headed “Election of Directors,” “Executive Officers of the Company,” “Information Regarding the Board of Directors and Corporate Governance” and “Delinquent Section 16 (a) Reports,” if any, in our definitive proxy statement for our 2026 annual meeting of shareholders, to be filed with the SEC on or before April 30, 2026 ( the "Proxy Statement"), and is incorporated herein by reference.
We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the “Corporate Code of Ethics and Conduct.” The Corporate Code of Ethics and Conduct is available on our website at www.urogen.com under the Governance section of our Investors page.
−Removed: To the extent requirement by applicable SEC rules, we intend to promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.
+Added: To the extent required to satisfy the reporting requirements of Item 5.05 of Form 8 -K, we intend to promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.
Shareholders may request a free copy of the Corporate Code of Ethics and Conduct from c/o UroGen Pharma Ltd., 400 Alexander Park Dr., Princeton, NJ 08540.
Executive Compensation
−Removed: The information required by this item will be set forth in the Proxy Statement/Form 10-K Amendment.
+Added: The information required by this item will be set forth in the sections headed “Executive Compensation,” "Director Compensation" and “Information Regarding the Board of Directors and Corporate Governance” in our Proxy Statement, and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item will be set forth in the Proxy Statement/Form 10-K Amendment.
+Added: The information required by this item will be set forth in the sections headed “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in our Proxy Statement, and is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item will be set forth in the Proxy Statement/Form 10-K Amendment.
+Added: The information required by this item will be set forth in the sections headed “Transactions With Related Persons” and “Information Regarding the Board of Directors and Corporate Governance” in our Proxy Statement, and is incorporated herein by reference.
Principal Accountant Fees and Services
−Removed: The information required by this item will be set forth in the Proxy Statement/Form 10-K Amendment.
+Added: The information required by this item will be set forth in the section headed “Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement, and is incorporated herein by reference.
Exhibits, Financial Statement Schedules
7 unchanged sentences
Reference is made to Exhibit 3.1 .
−Removed: Description of the Registrant’s Ordinary Shares.
+Added: Description of the Registrant’s Ordinary Shares (incorporated by reference to Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Form of July 2023 Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 27, 2023).
24 unchanged sentences
2019 Inducement Plan (incorporated by reference to Exhibit 10.12 to the Registrant ’ s Annual Report on Form 10-K, filed with the SEC on March 14, 2024).
−Removed: UroGen Pharma Ltd.
−Removed: 2024 Non-Employee Director and Officer Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 8, 2024).
+Added: Amended and Restated Non-Employee Director and Officer Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 27, 2025).
Employment Agreement by and between the Registrant and Elizabeth Barrett, dated as of January 3, 2019 (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on February 28, 2019).
9 unchanged sentences
Employment Agreement between the Company and Chris Degnan, dated October 7, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 9, 2024).
−Removed: Separation Agreement between the Company and Don Kim, dated October 7, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant ’s Current Report on Form 8-K, filed with the SEC on October 9, 2024).
−Removed: License Agreement, dated November 8, 2019, by and between the Registrant and Agenus Inc.
−Removed: (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 2, 2020).
Lease Agreement, dated November 4, 2019, by and between the Registrant and Witman Properties, L.L.C.
4 unchanged sentences
(incorporated by reference to Exhibit 10.2 to the Registrant ’ s Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2022).
+Added: Amendment to Lease Agreement, dated August 8, 2025, by and between the Registrant and Witman Properties, L.L.C.
+Added: and Alexander Road at Davanne, L.L.C.
+Added: (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2025).
Manufacturing and Supply Agreement, dated May 26, 2020, by and between the Registrant and Isotopia Molecular Imaging Ltd.
13 unchanged sentences
(incorporated by reference to Exhibit 10.32 to the Registrant ’ s Annual Report on Form 10-K, filed with the SEC on March 14, 2024).
−Removed: Amended and Restated Loan Agreement, dated as of March 13, 2024, by and among UroGen Pharma, Inc., as the borrower, and a credit party, UroGen Pharma Ltd.
−Removed: as Parent, and a Credit Party, the other guarantors signatory hereto or otherwise party hereto from time to time as additional Credit Parties, BioPharma Credit PLC as collateral agent, BPCR Limited Partnership as a lender and BioPharma Credit Investments V (Master) LP as a lender (incorporated by reference to Exhibit 10.35 to the Registrant ’ s Annual Report on Form 10-K, filed with the SEC on March 14, 2024).
Pre-Paid Forward Contract by and among the Registrant and RTW Investments ICAV for and on behalf of RTW Fund 2, dated as of March 18, 2021, as amended April 30, 2021 and August 14, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2024).
+Added: Asset Purchase Agreement by and among the Registrant and IconOVir Bio, Inc., dated as of February 14, 2025, as amended March 18, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 12, 2025).
UroGen Pharma Ltd.
−Removed: Insider Trading Policy.
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 10, 2025).
Subsidiary of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 24, 2023).
50 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.