UroGen Pharma Ltd

Trading Plans

On* December 26, 2023,our Chief Medical Officer, Mark Schoenberg, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule10b5*-1(c) under the Exchange Act, to sell up to 30,000 ordinary shares. The trading plan expires on* April 10, 2025.*

Amended and Restated Loan Agreement

On* March 13,2024, we entered into an amended and restated loan agreement with Pharmakon for an additionalthird andfourth tranche of senior secured loan. Thethird tranche of$25.0* million is mandatory and required to be drawn by* September 30, 2024,subject to satisfaction of customary conditions. Thefourth* tranche of*$75.0* million* maybe drawn at our optionno* later than* August 29, 2025,subject to (i) having successfully drawn the immediately preceding$25.0M* tranche, (ii) receiving FDA approval of an NDA for UGN-102 no later than* June 30, 2025*and (iii) satisfaction of customary conditions.

All outstanding loans with Pharmakon accrue interest using a benchmark rate of3-month SOFR plus7.25% plus an additional adjustment of0.26161%. All outstanding principal will be required to be repaid infour equal quarterly installments commencing in thesecond quarter of2026, with aone-year extension upon FDA approval of an NDA for UGN-102. All outstanding loans with Pharmakon can be prepaid in whole at the Company's discretion, at any time, subject to prepayment premiums, make-whole amounts and fees.

Notice of2024* Annual Meeting Date and Related Deadlines*

As of the date of this Annual Report, we intend to hold our2024 Annual meeting of Shareholders (the*"2024* Annual Meeting of Shareholders") on or about* August 7, 2024.This date is more than30* days before theone-year anniversary of our2023 annual meeting of shareholders, which was held on* September 7, 2023.*

Under Section66(b) of the Israeli Companies Law,5759-1999, as amended from time to time, and the regulations promulgated thereunder (collectively, the “Companies Law”), shareholders who hold, in the aggregate, at least1% of the voting power in the Company* maysubmit a request to include an item to the agenda withinseven* days following the Company’s notice of convening a shareholders’ general meeting at which directors are to be elected and certain other proposals are to be considered (or withinthree days of the Company’s notice in other instances),provided the requested item is appropriate for presentation at a general meeting and for consideration by the shareholders.

In addition to the eligibility requirements under the Companies Law, our articles of association specify additional procedural requirements for shareholder proposals. Under our articles of association, in the event that the date of the annual general meeting is advanced more than30 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 receivedno earlier than the close of business120 days prior to such annual general meeting,* April 9, 2024,andno* later than the close of business90 days prior to such annual general meeting,* May 9, 2024.*

In addition, shareholder proposals* maybe submitted for inclusion in a proxy statement under Rule14a*-8 under the Exchange Act. Under Rule14a-8 of the Exchange Act, to be eligible for inclusion in our proxy materials for the2024 Annual Meeting of Shareholders, shareholder proposals must be received by us a reasonable time before we begin to print and send our proxy materials. We have determined that* April 13, 2024,which is the date disclosed in our definitive proxy statement on Schedule14A* for our2023 annual meeting of shareholders, remains a reasonable time before we expect to begin to print and distribute our proxy materials for our2024 Annual Meeting, and that any shareholder proposals must be received on or before the close of business on that day. In addition, Rule14a-8 proposals must otherwise comply with the requirements of the rule. 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. Proposals should be addressed to: UroGen Pharma Ltd.,400 Alexander Park Drive,4th Floor, Princeton, New Jersey08540.

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 Rule14a-19 promulgated under the Exchange Act.