UroGen Pharma Ltd. 10-Q

Item 5. Other Information. Rule 10b5 - 1 Trading Arrangement During the three months ended June 30, 2026, none of our directors or officers adopted, modified or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Supply Agreement On April 22, 2026, we entered into a supply agreement (“Supply Agreement”) with TAPI NL B.V. ("TAPI"), effective as of January 1, 2026, pursuant to which, on a non-exclusive worldwide basis, TAPI agreed to supply, and we agreed to purchase, specified percentages of our commercial requirements for mitomycin for the manufacture, development, and commercialization of certain of our products. Under the Supply Agreement, mitomycin pricing is fixed, subject to certain permitted adjustments by TAPI, and we may, under specified circumstances involving TAPI's failure to timely confirm or deliver purchase orders or repeated quality or delivery failures, source a qualified alternative mitomycin material from a third -party supplier for the affected shortfall quantities, subject to certain limitations set forth in the Supply Agreement. The Supply Agreement has an initial term of ten years following the date of our first commercial sale of the finished product that uses mitomycin as the active ingredient, subject to automatic two -year renewals absent 12 months' prior written notice of non-renewal. Either party may terminate the Supply Agreement in the case of the other party’s insolvency in the event of an uncured material breach of the other party, or in the event a party determines in good faith, supported by an opinion of independent patent counsel, that continued supply or sale of the mitomycin or the finished product would present a significant risk of infringement of a third party's intellectual property rights and that party ceases the applicable activities. TAPI may also terminate the Supply Agreement upon a specified period of time of longer than one year’s prior written notice if TAPI and its affiliates discontinue all manufacturing of mitomycin, provided that at least a specified period of time longer than one year remains before the Supply Agreement would otherwise expire. The foregoing description is qualified in its entirety by reference to the Supply Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10 -Q. 87 Table of Contents Item 6. Exhibits. The following exhibits are filed as part of this report: Exhibit Number Description 3.1 Amended and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant ’ s Current Report on Form 8-K, filed with the SEC on June 23, 2026). 10.1 †** Supply Agreement, dated April 22, 2026, by and between UroGen Pharma Ltd. and TAPI NL B.V. 10.2 Amendment to 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 June 23, 2026). 10.3 UroGen Pharma Ltd. 2017 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 23, 2026). 10.4** Amendment 1 to the License and Supply Agreement, dated January 18, 2026, by and between UroGen Pharma Ltd. and medac Gesellschaft für klinische Spezialpräparate m.b.H. 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1# Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2# Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page from the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL † Certain information in this exhibit has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. ** Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. # The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Quarterly Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference. 88 Table of Contents Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UroGen Pharma Ltd. August 5, 2026 By: /s/ Elizabeth Barrett Elizabeth Barrett Chief Executive Officer (Principal Executive Officer) August 5, 2026 By: /s/ Chris Degnan Chris Degnan Chief Financial Officer (Principal Financial and Accounting Officer) 89