UroGen Pharma Ltd.

Note*1** – Business and Nature of Operations*

Nature of Operations

UroGen Pharma Ltd. is an Israeli company incorporated in* April 2004 (*“UPL”).

UroGen Pharma, Inc., a wholly owned subsidiary of UPL, was incorporated in Delaware in* October 2015and began operating in February 2016 (*“UPI”).

UPL and UPI (together the “Company”) is a biotechnology company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers. Since commencing operations, the Company has devoted substantially all of its efforts to securing intellectual property rights, performing research and development activities, including conducting clinical trials and manufacturing activities, hiring personnel, launching the Company’sfirst commercial product,Jelmyto (mitomycin) for pyelocalyceal solution, formerly known as UGN-101, developing, securing regulatory approval of and commercializingZusduri(mitomycin) for intravesical solution, formerly known as UGN-102, and raising capital to support and expand these activities.

On* April 15, 2020,the U.S. Food and Drug Administration (“FDA”) granted approval forJelmyto*, afirst-in-class treatment indicated for adults with low-grade upper tract urothelial cancer (“low-grade UTUC”).Jelmyto consists of mitomycin, an established chemotherapy, and sterile hydrogel, using the Company's proprietary sustained releaseRTGel technology. It has been designed to prolong exposure of urinary tract tissue to mitomycin, thereby enabling the treatment of tumors by non-surgical means.

On* June*12,* 2025,* the FDA approvedZusduri, thefirst and only FDA-approved medication for adults with recurrent low-grade intermediate risk non-muscle invasive bladder cancer (“low-grade intermediate risk NMIBC”).Zusduri consists of mitomycin and sterile hydrogel, uses the Company’s proprietary sustained releaseRTGel technology, and is delivered directly into the bladder in an out-patient procedure by a trained healthcare professional using a urinary catheter to enable the treatment of tumors by non-surgical means.

Note 2 – Basis of Presentation

The Company has experienced net losses since its inception and had an accumulated deficit of $959.7 million and $806.2 million as of* December 31, 2025* and2024, respectively. The Company expects to incur losses and have negative net cash flows from operating activities as it executes its strategy, including the ongoing commercial launch ofZusduri, the continued commercialization ofJelmyto, and engaging in further research and development activities. The success of the Company depends on its ability to successfully commercialize its technologies to support its operations and strategic plan.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The consolidated financial statements include the accounts of UPL and its wholly owned subsidiary UPI. All material intercompany balances and transactions have been eliminated during consolidation.

In accordance with the accounting guidance related to the presentation of financial statements, management evaluates whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for the next12 months from the date the financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and donot include any adjustments relating to the carrying amounts and classification of assets and liabilities that* maybe necessary should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is expected to be impacted by its ability to produce cash inflows fromJelmyto* andZusduri product sales, the rate of physician and patient adoption ofZusduri and the Company's ability to raise additional capital to fund its operations in the future.

Based on the Company's cash and cash equivalents and marketable securities as of* December 31, 2025,together with management’s cash flow projections, the Company believes that it has sufficient cash and cash equivalents to fund its operations beyondone* year from the issuance of these financial statements. If the Company is unable to generate sufficient cash inflows fromJelmytoandZusduriproduct sales, the Company* mayneed to raise additional capital in the future or reduce operating expenditures. There can beno* assurances that the Company will be able to secure such additional financing on terms that are satisfactory to the Company, in an amount sufficient to meet the Company's needs, or at all. In the event the Company isnot successful in obtaining sufficient funding, this could force the Company to delay, limit, reduce or terminate the Company's product development, commercialization efforts or other operations.

Note 3 –Significant Accounting Policies

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of UPL and its subsidiary, UPI. Intercompany balances and transactions have been eliminated during consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results* may*differ from those estimates. As applicable to the consolidated financial statements, the critical accounting estimates relate to the fair value of share-based compensation, measurement of revenue, estimate of uncertain tax positions, and measurement of liabilities accounted for under the interest method.

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Functional Currency

The U.S. dollar (“Dollar”) is the currency of the primary economic environment in which the operations of the Company are conducted. Therefore, the functional currency of the Company is the Dollar.

Accordingly, transactions in currencies other than the Dollar are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the Dollar are measured using the official exchange rate at the balance sheet date. The effects of foreign currency re-measurements are recorded in the consolidated statements of operations as “Interest and other income, net.”

Cash and Cash Equivalents; Marketable Securities

The Company presents all highly liquid investments with an original maturity ofthree months or less when purchased as cash equivalents. Cash and cash equivalents generally consist of money market funds and bank money market accounts and are stated at cost, which approximates fair value.

Cash and cash equivalents and marketable securities totaled $120.5 million as of* December**31,* 2025. The Company accounts for its investments, which include cash equivalents and marketable securities, as available-for-sale in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic320, “Investments — Debt and Equity Securities.” Available-for-sale debt securities are carried at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) within the consolidated statements of shareholders’ deficit. Realized gains and losses are recorded as a component of interest and other income, net. The cost of securities sold is based on the specific-identification method.

Certain short-term investments are valued using models or other valuation methodologies that use Level2 inputs. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, default rates, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. The majority of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

For individual debt securities classified as available-for-sale securities where there has been a decline in fair value below amortized cost, the Company determines whether the decline resulted from a credit loss or other factors. The Company records impairment relating to credit losses through an allowance for credit losses, limited by the amount that the fair value is less than the amortized cost basis. Impairment that hasnot been recorded through an allowance for credit losses is recorded through other comprehensive income, net of applicable taxes.

Restricted cash is related primarily to cash held to secure corporate credit cards; restricted deposits are related to cash held to secure leases.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents and marketable securities. The primary objectives for the Company’s investment portfolio are the preservation of capital and the maintenance of liquidity. The Company doesnot enter into any investment transaction for trading or speculative purposes.

The Company’s investment policy limits investments to certain types of instruments such as certificates of deposit, money market instruments, obligations issued by the U.S. government and U.S. government agencies as well as corporate debt securities, and places restrictions on maturities and concentration by type and issuer. The Company maintains cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation and concentrated within a limited number of financial institutions. The accounts are monitored by management to mitigate the risk.

The Company’s accounts receivables are composed of net sales ofJelmyto andZusduri arising from the Company's arrangements withtwo customers, both of which arethird-party national specialty distributors. The Company assesses the need for an allowance for doubtful accounts primarily based on creditworthiness, historical payment experience and general economic conditions. The Company hasnot experienced any credit losses related to arrangements with customers and hasnot currently recognized any allowance for doubtful accounts.

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The Company provides for income taxes based on pretax income, if any, and applicable tax rates available in the various jurisdictions in which it operates, including Israel and the United States. Deferred taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely thannot that the deferred taxes willnot be realized in the foreseeable future.

The Company follows atwo-step approach in recognizing and measuring uncertain tax positions. After concluding that a particular filing position can be recognized (i.e., has a more-likely-than-not chance of being sustained), ASC740-10-30-7 requires that the amount of benefit recognized be measured using a methodology based on the concept of cumulative probability. Under this methodology, the amount of benefit recorded represents the largest amount of tax benefit that is greater than50% likely to be realized upon settlement with a taxing authority that has full knowledge of all relevant information. See Note18 for further discussion related to income taxes.

Inventory

The Company capitalizes inventory costs related to products to be sold in the ordinary course of business. The Company makes a determination of capitalizing inventory costs for a product based on, among other factors, status of regulatory approval, information regarding safety, efficacy and expectations relating to commercial sales and recoverability of costs. For bothJelmytoandZusduri, the Company commenced capitalization of inventory at the receipt of FDA approval. Costs related to inventories that arenot expected to be manufactured and sold within the next12 months are classified as long-term assets and presented within "Other non-current assets" on the consolidated balance sheets.

The Company values its inventory at the lower of cost or net realizable value. The Company measures inventory approximating actual cost under afirst-in,first-out basis. The Company assesses recoverability of inventory each reporting period to determine any write down to net realizable value resulting from excess or obsolete inventories.

Property and Equipment

Property and equipment are recorded at historical cost, net of accumulated depreciation, amortization and, if applicable, impairment charges. The Company reviews its property and equipment assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset* may**not* be recoverable.

Property and equipment are depreciated over the following useful lives (in years):

Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms. See Note8 for further discussion regarding property and equipment.

Prepaid Forward Obligation

The Company is party to a transaction (the "RTW Transaction") with RTW Investments (“RTW") in which the Company received funds to support the launch ofJelmytoand the development ofZusduriin return for tiered, future cash payments based on net sales ofJelmytoandZusduri, and, subject to FDA approval, UGN-103 and UGN-104. The net proceeds received under the RTW Transaction were recognized as a long-term liability. The Company recognizes the current cash payable amounts under the arrangement within other current liabilities on the consolidated balance sheets. The subsequent measurement for the liability follows the accounting principles defined in ASC Topic835-30, “Imputation of Interest.” See Note9 for further discussion related to the prepaid forward obligation.

Long-Term Debt

The Company is party to a loan agreement with funds managed by Pharmakon Advisors, L.P. (“Pharmakon”). The Company recognizes interest expense in current earnings, and accrued interest within other current liabilities on the consolidated balance sheets. The Company recognizes capitalized financing expenses as a direct offset to the long-term debt on the Company's consolidated balance sheets, and amortizes them over the term of the debt using the effective interest method. See Note10 for further discussion related to long-term debt.

Leases

The Company is a lessee in several noncancelable operating and finance leases, primarily for office space, office equipment and vehicles.

The Company accounts for leases in accordance with ASC Topic842, “Leases.” The Company determines if an arrangement is a lease at inception. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. Right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of lease payments over the lease term as of the commencement date. Certain adjustments to the ROU assets* may*be required for items such as initial direct costs paid or incentives received. Operating and finance lease ROU assets are presented as right-of-use assets on the consolidated balance sheets. The current portion of lease liabilities is included in other current liabilities and the long-term portion is presented separately as long-term lease liabilities on the consolidated balance sheets.

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Lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, the expense consists of interest on the lease liability and amortization of the ROU assets. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented as selling, general and administrative expenses in the consolidated statements of operations. The Company has elected the practical expedient tonot separate between lease and non-lease components.

The Company’s lease terms* may*include options to extend the lease. The lease extensions are included in the measurement of the ROU assets and lease liability when it is reasonably certain that it will exercise that option.

Because the implicit rates of return on the Company’s leases arenot readily determinable, the Company uses an incremental borrowing rate, based on the information available at the commencement date, to determine the present value of lease payments on an individual lease basis. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

ROU assets are periodically reviewed for impairment losses under ASC360-10, “Property, Plant, and Equipment,” to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.

Net revenue from product sales is recognized at the transaction price when the specialty distributors obtain control of the Company’s products, which occurs at a point in time, typically upon delivery of the product to the treating physician or mixing pharmacy. All product sales ofJelmytoandZusduriare recognized through the Company's arrangements withtwo customers as defined by ASC606, both of which arethird-party national specialty distributors. Net revenue recognized includes gross revenue and management’s estimate of returns, consideration paid to the customers, chargebacks relating to differences between the wholesale acquisition cost and the contracted price offered to the end consumer, chargebacks relating to340B drug pricing programs and other government sponsored programs, Medicaid drug rebate programs, the Company’s copay assistance program, and Medicare refunds for discarded drug, which are estimated based on the contractual or statutory terms governing the arrangements and the Company’s historical experience.

Research and Development Expenses

Research and development costs are expensed as incurred and consist primarily of the cost of salaries, share-based compensation expenses, payroll taxes and other employee benefits, subcontractors and materials used for research and development activities, including nonclinical studies, clinical trials, manufacturing costs and professional services. The costs of services performed by others in connection with the research and development activities of the Company, including research and development conducted by others on behalf of the Company, are included in research and development costs and expensed as the contracted work is performed. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial or project and the invoices received from its external service providers. The Company adjusts its accrual as actual costs become known. Where contingent milestone payments are due tothird parties under research and development arrangements or license agreements, the milestone payment obligations are expensed when such development milestone results are probable of being achieved.

When a transaction accounted for as an asset acquisition includes in-process research and development (“IPR&D”), the IPR&D asset is only capitalized as an intangible asset if it is determined to have an alternative future use other than in a particular research and development project. Otherwise, acquired IPR&D is recognized as research and development expenses in the period the transaction is closed.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of personnel costs (including share-based compensation related to directors, employees and consultants). Other significant costs include commercial, medical affairs, external professional service costs, facility costs, accounting and audit services, legal services and other consulting fees. Selling, general and administrative costs are expensed as incurred, and the Company accrues for services provided bythird parties related to the above expenses by monitoring the status of services provided and receiving estimates from its service providers and adjusting its accruals as actual costs become known.

Share-Based Compensation

Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the required service period, which is equal to the vesting period. For performance stock units (“PSUs”), cost is measured at the grant date based on the fair value of the award and is recognized over any relevant service period as expense when the achievement of the performance condition is probable. PSUs that include both a performance condition and a service condition are subject to graded vesting, and the related compensation cost is recognized on a straight-line basis over the requisite service period for each separately vesting tranche.

The fair value of options is determined using the Black-Scholes option-pricing model. The fair value of a restricted stock unit (“RSU”) or a PSU equals the closing price of the Company’s ordinary shares on the grant date.

The Company accounts for forfeitures as they occur in accordance with ASC Topic718, “Compensation—Stock Compensation.” The Company elected to recognize compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the straight-line method and to value the awards based on the single-option award approach.

Pre-funded Warrants

The Company issued pre-funded warrants in connection with both a private placement transaction and a public offering transaction that are accounted for as a freestanding equity-linked financial instrument that meets the criteria for equity classification under ASC480, “Distinguishing Liabilities from Equity,” and ASC815, “Derivatives and Hedging.” Accordingly, the Company classifies the pre-funded warrants as a component of permanent shareholders’ equity within additional paid-in capital and records them at the applicable issuance date using a relative fair value allocation method. The Company valued the pre-funded warrants at the applicable issuance date, concluding that their sales price approximated their fair value, and allocated the net sales proceeds from the applicable equity transaction proportionately to the ordinary shares and pre-funded warrants.

Net Loss per Ordinary Share

Basic net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding. Diluted net loss per share is computed similarly to basic net loss per share except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if the potential ordinary shares had been issued and if the additional ordinary shares were dilutive.

For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. Such potentially dilutive securities consist solely of outstanding restricted share units and stock options issued under the Company’s share-based compensation plans. See Note17 Share-based Compensation for more information.

The Company’s pre-funded warrants require the holder to pay nominal consideration to receive the Company’s ordinary shares and are therefore considered outstanding shares in determining basic and diluted earnings per share in accordance with ASC Topic260, “Earnings per Share.”

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The following table summarizes the calculation of basic and diluted loss per ordinary share for the periods presented (in thousands, except share and per share amounts):

Recently Adopted or Issued Accounting Pronouncements

In* December 2023,the FASB issued Accounting Standards UpdateNo.* 2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures (“ASU2023-09”), which requires enhanced disclosures related to income tax rate reconciliations, including specified additional information and further disaggregation of reconciling items that meet a quantitative threshold. ASU2023-09 also requires disaggregation of income taxes paid by federal, state, and foreign jurisdictions, with additional disaggregation for significant individual jurisdictions. The Company adopted ASU2023-09 effective for the year ended* December 31, 2025using a retrospective approach. Prior-period income tax disclosures have been recast to conform to the current-year presentation. The adoption of ASU2023*-09 impacted the Company’s income tax disclosures but didnot have an impact on the Company’s consolidated financial position, results of operations, or cash flows.

In* November 2024,the FASB issued Accounting Standards UpdateNo.* 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40) ("ASU2024-03"), which provides guidance to improve the disclosures about a public business entity’s expenses. Public entities must adopt the new guidance for fiscal years beginning after* December 15, 2026,and interim reporting periods beginning after December 15, 2027.The Company is currently evaluating the potential impact of the adoption of ASU2024*-03 on the Company’s financial disclosures.

In* July 2025,the FASB issued Accounting Standards UpdateNo.* 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU2025-05”), which clarifies the application of the current expected credit losses (CECL) model under ASC326 to current accounts receivable and contract assets arising from transactions accounted for under ASC606, Revenue from Contracts with Customers. The guidance, which is effective for fiscal years beginning after* December 15, 2025,including interim periods within those fiscal years, and will be adopted prospectively, is intended to provide consistency in estimating expected credit losses for short-term receivables and contract assets. The Company doesnot* expect the adoption of ASU2025-05 to have a material impact on its consolidated financial position, results of operations, or cash flows as the Company’s trade receivables primarily arise from product sales recognized at a point in time and are due fromtwo large, established customers, both of which arethird-party national specialty distributors, with short payment terms.

The Company has reviewed other Accounting Standards Updates recently issued by the FASB, and determined thatnone of these pronouncements will have a significant impact on the Company's consolidated financial statements and related disclosures.

NOTE4 –o THERf INANCIALI NFORMATION

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following as of* December 31, 2025* and2024 (in thousands):

Interest and Other Income, Net

Interest and other income, net consisted of the following for the year ended* December 31, 2025* and2024 (in thousands):

NOTE5 –INVENTORIES

Inventories consisted of the following as of* December 31, 2025* and* December 31, 2024* (in thousands):

(1) No raw materials were included as other non-current assets on the consolidated balance sheets at* December 31, 2025.$0.2 million of raw materials are included within other non-current assets on the consolidated balance sheets at December 31, 2024.These raw materials arenot* expected to be manufactured and sold within the next12 months. Changes in non-current inventories are reflected on the consolidated statements of cash flows within the caption of other non-current assets.

NOTE6 –FAIRV ALUEM EASUREMENTS

The Company follows authoritative accounting guidance, which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

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As a basis for considering such assumptions, athree-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

Level1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that arenot active.

Level3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The carrying amounts of the Company’s cash, restricted cash, other current assets, accounts payable and accrued liabilities are generally considered to be representative of their fair value because of the short-term nature of these assets and liabilities.

The carrying value of the prepaid forward obligation (See Note9 - Prepaid Forward Obligation) approximates its fair value. The Company estimated the fair value of the prepaid forward obligation using Level3 inputs, including internally developed financial forecasts and management's estimate of probability of success related to product candidates, and determined that the effective interest rate in the obligation approximates market rates for loans with similar terms and risk characteristics.

The Company estimated the fair value of long-term debt (see Note10 - Long-Term Debt) using the income approach with Level3 inputs. The Company estimated future floating rate interest payments using a forward curve of athree-month benchmark rate, and estimated fair value based on publicly available data reported in the financial statements of publicly traded venture lending companies. Based on a reasonable range of yields for debt instruments of similar tenor in a similar industry, the Company determined that the carrying value of the long-term debt on the Company's balance sheet approximates its fair value.

No transfers between levels have occurred during the periods presented.

Assets measured at fair value on a recurring basis based on Level1 and Level2 fair value measurement criteria as of* December 31, 2025* are as follows (in thousands):

Assets measured at fair value on a recurring basis based on Level1 and Level2 fair value measurement criteria as of* December 31, 2024* are as follows (in thousands):

The Company’s investments in U.S. government bonds and money market funds are measured based on publicly available quoted market prices for identical securities as of* December 31, 2025* and2024. The Company's investments in corporate bonds, commercial paper and certificates of deposits are measured based on quotes from market makers for similar items in active markets.

NOTE7 –Investments

The following table summarizes the Company’s investments as of* December 31, 2025* (in thousands):

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The following table summarizes the Company’s investments as of* December 31, 2024 (*in thousands):

The Company classifies its investments as available-for-sale, and they consist entirely of debt securities. As of* December 31, 2025*, the amortized cost of investments included an immaterial amount of accrued interest. As of* December 31, 2025*, marketable securities were in a net unrealized gain position. Unrealized gains and losses on available-for-sale debt securities are included as a component of comprehensive loss.

As of* December 31, 2025*, the Company didnot hold any investments in an unrealized loss position. Accordingly,no allowance for credit losses was recorded during the period. In accordance with the Company’s general investment strategy, the Company doesnot intend to sell the investments before maturity. The Company believes the cost basis of its marketable securities was recoverable in all material respects as of* December 31, 2025*.

The Company’s investments as of* December 31, 2025* mature at various dates through* September**2026.* The fair values of investments by contractual maturity consist of the following (in thousands):

NOTE8 –PROPERTY ANDE QUIPMENT

Property and equipment, consisted of the following as of* December 31, 2025* and2024 (in thousands):

Depreciation and amortization expense was $0.3 million and $0.3 million for the years ended* December 31, 2025* and2024, respectively.

NOTE 9 –Prepaid Forward Obligation

In* March 2021,the Company entered into a prepaid forward agreement with RTW. Under the terms of the RTW Transaction, the Company received $75.0 million ($72.4 million net of transaction costs) to support the launch ofJelmytoand the development ofZusduri*. In return for the transferred funds, RTW is entitled to receive tiered, future cash payments based on aggregate worldwide annual net product sales ofJelmytoand, subject to FDA approval, UGN-104, in an amount equal to: (i)9.5% of annual net sales up to*$200* million, (ii)3.0% of annual net sales for annual net sales between*$200* million and*$300* million, and (iii)1.0% of annual net sales for annual net sales above*$300* million. If certain revenue thresholds forJelmytoaggregate worldwide annual net sales arenot met, the future cash payments to RTW with respect toJelmytoannual net sales up to $200 million will increase by 3.5%, and* maydecrease back to 9.5% dependent on the Company meeting certain subsequentJelmytoaggregate worldwide annual net sales thresholds. The rate in effect for thetwelve* months ended* December 31, 2025for annual net sales up to $200 million was 13.0%. RTW is entitled to receive tiered, future cash payments based on aggregate worldwide annual net product sales ofZusduriand, subject to FDA approval, UGN-103, in an amount equal to: (i)2.5% of annual net sales up to$200* million, (ii)1.0% of annual net sales for annual net sales between*$200* million and*$300* million, and (iii)0.5% of annual net sales for annual net sales above*$300* million.

In accordance with the prepaid forward agreement, the Company will be required to make payments of amounts owed to RTW each calendar quarter, through and until the quarter in which the aggregate cash payments received by RTW are equal to or greater than*$300* million. As of* December 31, 2025,the cumulative amounts paid and payable by the Company were $47.4 million. As security for the payment and fulfilment of these amounts throughout the arrangement, the Company has granted RTW afirst* priority security interest inJelmyto,Zusduri, UGN-103 and UGN-104, including the regulatory approvals, intellectual property, material agreements, proceeds and accounts receivable related to these products.

In* May 2021,following the receipt of necessary regulatory approvals, the Company received the $75.0 million prepaid forward payment ($72.4 million net of transaction costs) from RTW and recognized an associated prepaid forward obligation liability. Each period the Company makes a payment to RTW, an expense is recognized related to financing on the prepaid forward obligation based on an imputed rate derived from the expected future payments. Management reassesses the effective rate each period based on the current carrying value of the obligation and the revised estimated future payments. Changes in future payments from previous estimates are included in future financing expenses. The Company isnot* contractually obligated, nor does it anticipate making any repayments of the original $75.0 million received to RTW in the next12 months.

The following table shows the activity with respect to the carrying value of the prepaid forward liability for the year ended* December 31, 2025and2024* (in thousands):

(1)$3.4 million and $6.5 million of the Amounts paid and payable are included as the current portion of the prepaid forward obligation within other current liabilities on the consolidated balance sheets as of* December 31, 2025* and* December 31,*2024, respectively.

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NOTE10 –Long-Term Debt

On* March 7,2022, the Company entered into a loan agreement with Pharmakon for a senior secured term loan of up to $100 million intwo tranches (the"2022* Loan Agreement"). Thefirst tranche of $75 million was funded in* March 2022.Thesecond* tranche of $25 million was funded in* December 2022.*

On* June 29, 2023,the loan agreement with Pharmakon was amended to replace the benchmark governing the interest rate with a rate based on the secured overnight financing rate ("SOFR") published by the Federal Reserve Bank of New York. Effective July 2023,the loan accrued interest using a benchmark rate ofthree*-month SOFR plus 8.25% plus an additional adjustment of 0.26161%.

On* March 13, 2024,the Company entered into an amended and restated loan agreement, which replaced the2022* Loan Agreement, with Pharmakon for an additionalthird andfourth tranche of senior secured loan (the*“2024* Loan Agreement”). Thethird tranche of $25.0 million was funded in* September 2024.Thefourth* tranche of $75.0 million became available at the Company's optionno later than* August 29, 2025,based upon having received FDA approval of a new drug application (“NDA”) forZusduriby June 30, 2025.The Company didnot* draw down thefourth tranche. Under the2024 Loan Agreement, prior to the refinancing described in the immediately following paragraph, all outstanding loans accrued interest using a benchmark rate ofthree-month SOFR plus 7.25% plus an additional adjustment of 0.26161%.

On* February 26, 2026,the Company entered into asecond* amended and restated loan agreement, which replaced the2024 Loan Agreement, with Pharmakon providing for a senior secured term loan facility of up to $250.0 million, consisting oftwo tranches (the*“2026* Loan Agreement”). Thefirst tranche of $200.0 million refinanced the Company's term loan facility under the2024 Loan Agreement which had $125.0 million of outstanding principal, with the remaining proceeds available for general corporate purposes and working capital. Thesecond tranche of $50.0 million* may,at the Company's option, be requestedno* later than* June 30, 2027for a funding to occurno* later than* August 29, 2027,*subject to customary conditions.

All outstanding loans with Pharmakon pursuant to the2026 Loan Agreement accrue interest at a fixed rate of 8.25%. The principal amount of the loans outstanding under the2026 Loan Agreement shall be repayable infour equal quarterly payments commencing in thefirst quarter of2030. The Company* may*prepay the full outstanding principal amount of the loans whole at the Company's discretion at any time, together with accrued but unpaid interest thereon and subject to prepayment premiums, make-whole amounts, as applicable, and fees.

The obligations of UroGen Pharma, Inc., as the borrower under the2026 Loan Agreement, are guaranteed by UroGen Pharma Ltd., subject to customary limitations on parent guarantees under Israeli law, and are secured by substantially all of the tangible and intangible assets and property, including intellectual property, of UroGen Pharma, Inc. and UroGen Pharma Ltd., subject to certain exceptions.

The Company incurred financing expenses of $4.2 million related to thefirst andsecond tranches under the2022 Loan Agreement funded in2022, and $0.5 million related to thethird tranche funded in2024 under the2024 Loan Agreement, which are recognized as a direct offset to the long-term debt on the Company's consolidated balance sheets. These debt issuance costs are amortized over the term of the debt using the effective interest method, and are recorded in the consolidated statements of operations as "Interest expense."

The following table shows the activity with respect to the carrying value of the long-term debt, in thousands:

The aggregate principal maturities of long-term debt as of* December 31, 2025*are as follows, in thousands:

NOTE11 –Leases

Operating Leases

The Company had the following office and laboratory facility leases during the periods covered by this report:

Finance Leases

In addition, the Company has other operating office equipment and vehicle leases. The Company’s operating leases* mayrequire minimum rent payments, contingent rent payments adjusted periodically for inflation, or rent payments equal to the greater of a minimum rent or contingent rent. The Company’s leases donot* contain any residual value guarantees or material restrictive covenants. The Company’s leases expire at various dates from2026 through2031, with varying renewal and termination options.

The components of lease cost for the year ended* December 31, 2025* and2024 were as follows (in thousands):

The amounts recognized as of* December 31, 2025* and2024 were as follows (in thousands):

As of* December 31, 2025*, no impairment losses have been recognized.

Supplemental information related to leases for the periods reported is as follows (in thousands, except for lease terms and discount rate amounts):

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As of* December 31, 2025*, maturities of lease liabilities were as follows (in thousands):

NOTE12 –REVENUEFROMP RODUCTS ALES

Net product sales consist of the following for the year ended* December 31, 2025* and2024 (in thousands):

All product sales ofJelmytoandZusduri are recognized through the Company's arrangements withtwo customers as defined by ASC606, both of which arethird-party national specialty distributors. The Company's largest customer comprises approximately 76% and over 90% of product sales for thetwelve months ended* December 31, 2025and2024,* respectively. The Company's largest customer comprises approximately 59% and 80% of accounts receivables at* December 31, 2025and2024,* respectively. Net revenue recognized includes gross revenue and management’s estimate of returns, consideration paid to the customers including rebates that* maybe offered from time to time, chargebacks relating to differences between the wholesale acquisition cost and the contracted price offered to the end consumer, chargebacks relating to340B* drug pricing programs and other government sponsored programs, Medicaid drug rebate programs, the Company’s copay assistance program, and Medicare refunds for discarded drug. The Company doesnot anticipate any Medicare refunds for discarded drug forZusduri. The Company estimates these elements of variable consideration based on the contractual or statutory terms governing the arrangements and the Company’s historical experience, and constrains the net revenue recognized for product sales to the value that isnot probable to be reversed when the uncertainty associated with the variable consideration is subsequently resolved. Reserves for chargebacks and returns are net settled and recognized as contra accounts receivable while the remaining reserves are recognized within other current liabilities on the consolidated balance sheets.

The following table shows the activity with respect to sales reserves for the year ended* December 31, 2025* and2024, in thousands:

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NOTE13 –LICENSE ANDC OLLABORATIONA GREEMENTS

In* November 2019,the Company entered into a license agreement with Agenus Inc. ("Agenus"), pursuant to which Agenus granted to the Company an exclusive, worldwide (not including Argentina, Brazil, Chile, Colombia, Peru, Venezuela and their respective territories and possessions), royalty-bearing, sublicensable license under Agenus’s intellectual property rights to develop, make, use, sell, import, and otherwise commercialize products incorporating a proprietary monoclonal antibody of Agenus known asAGEN1884* (zalifrelimab), an anti-CTLA-4 antagonist, for the treatment of cancers of the urinary tract via intravesical delivery. UGN-301 is a formulation of zalifrelimab administered usingRTGel technology that was in Phase1 clinical development for high-grade NMIBC.

In* November 2025,the Company provided notice to terminate the license agreement with Agenus in connection with its decision to discontinue development of UGN-301. Under the terms of the license agreement, following notice of termination, the agreement will terminate upon the later of (a) the expiration of a180*-day notice period; or (b) completion of all wind-down activities and delivery of all Agenus Improvements (as defined in the license agreement) to Agenus. The Company doesnot expect to incur significant additional costs related to this program going forward.

NOTE14 –EMPLOYEER IGHTSUPONR ETIREMENT

In Israel, the Company is required by law to make severance payments upon dismissal of an employee or upon termination of employment in certain other circumstances.

The Company operates a number of post-employment defined contribution plans. A defined contribution plan is a program that benefits an employee after termination of employment, under which the Company regularly makes fixed payments to a separate and independent entity so that the Company hasno legal or constructive obligation to pay additional contributions if the fund doesnot hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The fund assets arenot included in the Company’s financial position.

The Company operates pension and severance compensation plans subject to Section14 of the Israeli Severance Pay Law,5723-1963. The plans are funded through payments to insurance companies or pension funds administered by trustees. In accordance with its terms, the plans meet the definition of a defined contribution plan, as defined above.

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NOTE15 –ACQUISITIONS

On* February 14, 2025 (*the “Closing Date”), the Company entered into an Asset Purchase Agreement (as amended, the “Agreement”) with IconOVir Bio, Inc. (“IconOVir”), pursuant to which the Company purchased and acquired certain assets of IconOVir (the “Transferred Assets”), including the product candidate ICVB-1042 and certain contracts, intellectual property rights, regulatory applications, submissions and registrations, and data and other rights related thereto, and assumed certain liabilities and obligations of IconOVir arising under certain contracts of IconOVir acquired by the Company.

As consideration for the Transferred Assets and subject to the terms and conditions of the Agreement, on the Closing Date the Company (i) issued 374,843 ordinary shares of the Company (the “Company Shares”) to IconOVir, which represented a purchase price of $4.0 million divided by the volume-weighted average closing price of the Company Shares on The Nasdaq Stock Market over the30 consecutive trading days ending on (and including) the trading day immediately prior to the Closing Date, (ii) agreed to pay IconOVir aone-time payment of $15.0 million in cash upon the achievement of a cumulative aggregate worldwide net sales milestone for all products, including combination products, that incorporate or comprise ICVB-1042 (“ICVB Products”), (iii) agreed to pay IconOVir a low, single-digit percentage royalty, on an ICVB Product-by-ICVB Product basis, on the annual, worldwide net sales of such ICVB Product during the royalty term, subject to certain reductions as set forth in the Agreement, and (iv) agreed to assume certain immaterial liabilities arising under certain acquired contracts ((i), (ii), (iii), and (iv) collectively, the “Purchase Price”).

Entities affiliated with Arie Belldegrun, M.D., the Chair of the Board of Directors of the Company, held certain promissory notes of IconOVir at the time, that* may*entitle such entities to receive, in the aggregate, approximately 28.3% of the Purchase Price paid to IconOVir pursuant to the Agreement.

The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition byfirst applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. The cost of an asset acquisition is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill isnot recognized in an asset acquisition. Any contingent consideration in an asset acquisition is recognized only when amounts are both probable and estimable, at which point the consideration is allocated to the assets acquired on a relative fair value basis. Based on the Company's assessment of the value of the assets acquired as well as consideration of the inputs, processes and outputs, the Company concluded that this represented an asset acquisition. When a transaction accounted for as an asset acquisition includes IPR&D, the IPR&D asset is only capitalized as an intangible asset if it is determined to have an alternative future use other than in a particular research and development project. Otherwise, amounts allocated to the IPR&D are recognized as research and development expenses in the period. The Company accounted for the acquisition of the Transferred Assets from IconOVir as an asset acquisition. The Company determined the fair value of the consideration transferred was $3.1 million, which represented the fair value of the unregistered shares at issuance date. Given the early-stage nature of such assets and level of further development necessary to produce an output, the Company recognized the cost of the acquisition as a research and development expense during thetwelve months ended* December 31, 2025.*

NOTE16 –SHAREHOLDERS’** EQUITY**

The Company had 100.0 million ordinary shares authorized for issuance as of* December 31, 2025* and2024. The Company had 48.4 million and 42.2 million ordinary shares issued and outstanding as of* December 31, 2025* and2024, respectively. Each ordinary share is entitled toone vote. The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available, when and if declared by the Board of Directors (the "Board"). Since the Company's inception, the Board hasnot declared any dividends.

ATM Sales Agreement

In* December 2019,the Company entered into a sales agreement (the “ATM Sales Agreement”) with TD Securities (USA) LLC (f/k/a Cowen and Company, LLC) (“TD Cowen”), pursuant to which the Company may*from time to time offer and sell its ordinary shares having an aggregate offering price of up to $100.0 million, to or through TD Cowen, acting as sales agent or principal, in any manner deemed to be an “at-the-market offering.”

During thefirst quarter of2024, the Company sold 3,400,468 ordinary shares under the ATM Sales Agreement for net proceeds to the Company of approximately $54.7 million after deducting sales commissions to TD Cowen of up to 3%. During thethird quarter of2025, the Company sold 416,248 ordinary shares under the ATM Sales Agreement for net proceeds to the Company of approximately $8.0 million after deducting sales commissions to TD Cowen of up to 3%.

In* November 2025,the Company amended the ATM Sales Agreement to remove the aggregate offering price limit of $100.0 million and filed a registration statement on Form S-3 providing for the offer and sale of ordinary shares pursuant to the ATM Sales Agreement having an aggregate offering price of up to $75.0 million, which became effective automatically (the “ATM Prospectus”). Following the amendment, during thefourth* quarter of2025, the Company sold 1,370,962 ordinary shares pursuant to the ATM Prospectus for net proceeds of approximately $31.8 million after deducting sales commissions to TD Cowen of up to 3%. As of* December 31, 2025,*the remaining capacity under the ATM Prospectus was approximately $42.4 million.

Securities Purchase Agreement

On* July26,* 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and other accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers 7,300,380 ordinary shares of the Company (“Shares”) and 5,278,776 of pre-funded warrants to purchase ordinary shares of the Company at a purchase price of $9.54 per Share or $9.539 for each ordinary share underlying a pre-funded warrant, in a private placement transaction that closed on* July 28, 2023and August 9, 2023 (the “Private Placement”) for aggregate gross proceeds of $120.0 million, before deducting fees to placement agents and financial advisors and before other expenses paid by the Company. Each pre-funded warrant has an exercise price of $0.001 per ordinary share, subject to customary adjustments, became exercisable upon original issuance and willnot* expire until exercised in full. The pre-funded warrants* maynot* be exercised if the aggregate number of ordinary shares beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation. The aggregate fee paid by the Company to placement agents and financial advisors was $3.6 million, plus the reimbursement of certain expenses.

Resales of the Shares and the ordinary shares issuable upon exercise of the pre-funded warrants were registered pursuant to the Company’s registration statement on Form S-3 (FileNo. 333-274423) filed with the SEC on* September 8, 2023,which was declared effective on September 15, 2023.*

On* December 20, 2023,the Company issued 1,599,733 ordinary shares through a cashless exercise of 1,599,840 pre-funded warrants for the purchase of ordinary shares of the Company. On January**24,* 2025, the Company issued 3,206,271 ordinary shares upon exercise of 3,206,271 pre-funded warrants for the purchase of ordinary shares of the Company. As of* December 31, 2025,*472,665 pre-funded warrants from the Purchase Agreement remain outstanding.

Monograph Capital Partners I, L.P. (“Monograph”), a life sciences venture firm that is affiliated with Fred Cohen, M.D., purchased 1,572,327 of the Shares in the Private Placement, for an aggregate purchase price of $15.0 million. Dr. Cohen was a director of the Company and the Chair and Chief Investment Officer of Monograph at the time of purchase.

Underwritten Public Offering

On* June17,* 2024, the Company entered into an underwriting agreement with TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 5,000,000 ordinary shares of the Company for $17.50 per share and pre-funded warrants to purchase 1,142,857 ordinary shares of the Company for $17.499 per pre-funded warrant. The offering closed on* June 20, 2024.The gross proceeds to the Company from this closing of the offering were $107.5 million, before deducting underwriting discounts and commissions and offering expenses paid by the Company of $7.3 million. Each pre-funded warrant has an exercise price of $0.001 per ordinary share, subject to customary adjustments, is exercisable at any time and willnot* expire until exercised in full. The pre-funded warrants* maynot* be exercised if the aggregate number of ordinary shares beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation. As of* December 31, 2025,all 1,142,857 pre-funded warrants remain outstanding. In addition, the Underwriters were granted an option exercisable for30* days, to purchase up to 921,428 additional shares at the public offering price, less the underwriting discounts and commissions. On* July 18, 2024,*the Company completed the closing of the sale of 921,428 additional shares in the offering following the exercise in full of the Underwriters’ option to purchase additional shares, which resulted in additional gross proceeds to the Company of $16.1 million before deducting underwriting discounts and commissions and offering expenses paid by the Company of $1.0 million.

NOTE17 –SHARE-BASEDC OMPENSATION

In* October 2010,the Board approved a share option plan (the“2010* Plan”) for grants to Company employees, consultants, directors, and other service providers. Subsequently, in* March 2017,the Board adopted the2017* Equity Incentive Plan (the*"2017* Plan" and, together with the2010 Plan, the "Plans"), which was approved by the shareholders in* April 2017.The2017* Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, RSU awards, performance share awards, performance cash awards, and other forms of share awards to the Company's employees, directors and consultants.

The grant of options to Israeli employees under the Plans is subject to the terms stipulated by Section102 of the Israeli Income Tax Ordinance (“Section102”). The option grants are subject to the track chosen by the Company, either the “regular income” track or the “capital gains” track, as set out in Section102. The Company registered the Plans under the capital gains track, which offers more favorable tax rates to the employees. As a result, and pursuant to the terms of Section102, the Company isnot allowed to claim as an expense for tax purposes the amounts credited to the employees in respect of options granted to them under the Plans, including amounts recorded as salary benefits in the Company’s accounts, with the exception of the work-income benefit component, if any, determined on grant date. For non-employees and for non-Israeli employees, the Plans are subject to Section3(i) of the Israeli Income Tax Ordinance.

Employees are typically granted stock options and/or RSUs, upon commencement of employment. Also, eligible employees* mayreceive an annual grant of options, RSUs and/or PSUs. Non-employee members of the Board typically receive a grant of stock options upon initial appointment to the Board, and/or stock options annually. The term of any option granted under the Plans cannot exceed 10 years. Options shallnot* have an exercise price less than 100% of the fair market value of the Company’s ordinary shares on the grant date, and generally vest over a period ofthree years. If the individual possesses more than 10% of the combined voting power of all classes of equity of the Company, the exercise price shallnot be less than 110% of the fair market value of an ordinary share on the date of grant.

The Company’s RSU and option grants provide for accelerated or continued vesting in certain circumstances as defined in the Plans and related grant agreements, including a termination in connection with a change in control. RSUs generally vest in a 33% increment upon thefirst anniversary of grant, and in either equal quarterly or annual amounts for thetwo years following theone-year anniversary of the grant date. Options generally vest in a 33% increment upon thefirst anniversary of the grant date, and in either equal quarterly or annual amounts for thetwo years following theone-year anniversary of the grant date. The Company also grants PSUs to certain employees. The PSUs granted during2023 vested upon U.S. regulatory approval ofZusduri. The PSUs granted in2024 vested upon the achievement of thefirst commercial sale ofZusduriin the United States following receipt of U.S. regulatory approval. The PSUs granted in2025 vest based on both performance and service conditions, withone-third of each award vesting upon the filing of financial statements reflecting the achievement of a cumulative net product sales target and withone-third vesting on* January 31st of each of the nexttwo* calendar years following such achievement, subject to continued service on each vesting date. In* June 2024,the Company amended certain RSU and PSU awards granted to its chief executive officer to defer vesting until the end of2025.* In* December 2025,the Company further amended certain RSU and PSU awards granted to its chief executive offer to defer vesting until the end of2026.* The Company accounted for the modifications as Type I probable-to-probable modifications under ASC718. As the modifications didnot result in any incremental fair value at the modification dates, the Company continues to recognize the original grant-date fair value ratably over the original service period or expected performance period.

The maximum number of ordinary shares that was initially authorized for issuance under the2017 Plan was 1,400,000. On* January 1, 2018,the share reserve increased by 250,167 shares to a total share reserve of 1,650,167 shares. On October 12, 2018,the Company increased the number of ordinary shares authorized for issuance under the2017* Plan by 1,900,000 shares to a total share reserve of 3,550,167 shares. On* June 8, 2020,the Company’s shareholders approved an increase to the number of ordinary shares authorized for issuance under the2017* Plan by 400,000 shares to a total share reserve of 3,950,167 shares. On* June 7, 2021,the Company’s shareholders approved an increase to the number of ordinary shares authorized for issuance under the2017* Plan by 400,000 shares to a total share reserve of 4,350,167 shares. On* June 8, 2022,the Company's shareholders approved an increase to the number of ordinary shares authorized for issuance under the2017* Plan by 400,000 shares to a total share reserve of 4,750,167 shares. On* September 7, 2023,the Company's shareholders approved an increase to the number of ordinary shares authorized for issuance under the2017* Plan by 450,000 shares to a total share reserve of 5,200,167 shares. On* August 6, 2024,the Company's shareholders approved an increase to the number of ordinary shares authorized for issuance under the2017* Plan by 800,000 shares to a total share reserve of 6,000,167 shares. On* August 26, 2025,the Company's shareholders approved an increase to the number of ordinary shares authorized for issuance under the2017* Plan by 2,750,000 shares to a total share reserve of 8,750,167 shares.

In* May 2019,the Company adopted the UroGen Pharma Ltd.2019 Inducement Plan (the “Inducement Plan”). Under the Inducement Plan, the Company is authorized to issue up to 900,000 ordinary shares pursuant to inducement awards. The only persons eligible to receive grants under the Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule5635*(c)(4) and the related guidance under Nasdaq IM5635-1, including individuals who werenot previously an employee or director of the Company or are following a bona fide period of non-employment, in each case as an inducement material to such individual’s agreement to enter into employment with the Company. In* December 2021,the Board approved an increase to the number of shares authorized for issuance under the Inducement Plan of 300,000 shares. In June 2024,*the Board approved an increase to the number of shares authorized for issuance under the Inducement Plan of 600,000 shares to a total share reserve of 1,800,000 shares.

As of* December 31, 2025,*4,348,248 ordinary shares are subject to outstanding awards under the Company's share-based compensation plans and 3,425,913 ordinary shares remain available for future awards.

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Options granted:

Set forth below are grants made by the Company as of* December 31, 2025*. The majority of options vest over three years and expire on thetenth anniversary of the date of grant. During2025, the Company granted 122,500 options with exercise prices ranging from $11.52 to $19.50 per share.

The weighted average fair value of options granted during2025 and2024 was $1.6 million and $2.5 million, respectively.

The total unrecognized compensation cost of options as of* December 31, 2025* was $2.2 million, which is expected to be recognized over a weighted average period of 1.2 years.

The fair value of options granted was computed using the Black-Scholes model. The underlying data used for computing the fair value of the options are as follows:

The expected volatility is based on a mix of the Company's historical volatility and the historical volatility of comparable companies with similar attributes to the Company, including industry, stage of life cycle, size and financial leverage. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the options granted. The expected term is the length of time until the expected dates of exercising the options and is estimated for employees using the simplified method due to insufficient specific historical information of employees’ exercise behavior, and for non-employees, and directors using the contractual term.

The following table summarizes the number of employee and non-employee options outstanding under the Plans for the years ended* December 31, 2025* and2024, and related information:

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The intrinsic value of stock options exercised was $2.1 million and $0.2 million for the years ended* December 31, 2025* and2024, respectively.

The following table summarizes information about RSU activity as of* December 31, 2025*:

The fair value of RSUs granted during2025 and2024 was $13.1 million and $14.5 million, respectively. The total unrecognized compensation cost of RSUs as of* December 31, 2025* is $14.0 million with a weighted average recognition period of 1.83 years.

The following table illustrates the effect of share-based compensation on the Statements of Operations (in thousands):

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NOTE18 –INCOMET AXES

The Company is taxed under Israeli tax laws:

Corporate tax rate

The applicable Israeli tax rate relevant to the Company for2024 and thereafter is 23%.

For financial reporting purposes, the (benefit) expense for current income taxes consists of the following (in thousands):

Cash taxes paid

Total cash taxes paid during2025 and2024 totaled approximately $3.0 million and $1.8 million, respectively, which related entirely to foreign jurisdictions (U.S. Federal and U.S. states).No individual U.S. states comprised more than5% of total cash taxes paid in2025. In2024, cash taxes paid to the state of New Hampshire comprised approximately 6.3% of total cash taxes paid.

Deferred income taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company and its subsidiary deferred tax assets are as follows (in thousands):

The change in valuation allowance for the years ended* December 31, 2025* and2024 were as follows (in thousands):

The main reconciling items between the statutory tax rates of the Company and the effective rate are nondeductible expenses related to financing on the prepaid forward obligation and share-based compensation, the provision for a full valuation allowance in respect of tax benefits from carryforward tax losses due to the uncertainty of the realization of such tax benefits, utilization of tax credits and expense related to uncertain tax positions. A reconciliation of the Company’s statutory tax rate to effective tax is as follows (in thousands, except statutory rate):

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Pretax loss for* December 31, 2025* and2024 includes pretax loss from foreign (United States) jurisdictions of $35.0 million and $11.0 million, respectively.

Losses for tax purposes carried forward to future years

As of* December 31, 2025* and2024, the Company had approximately $626.7 million and $533.9 million of carryforward tax losses, prior to tax effecting, respectively, available to reduce future taxable income without limitation of use in relation to its parent tax jurisdiction, Israel. These carryforward tax losses in Israel can be carried forward indefinitely. As of* December 31, 2025,the Company had approximately $51.4 million of carryforward tax losses, prior to tax effecting, of United States federal and state carryforward tax losses, which can be carried forward indefinitely. The Internal Revenue Code of1986,* as amended (the “Code”), contains provisions that* maylimit our use of federal net operating loss carryforwards if significant changes occur in the constructive stock ownership of UroGen Pharma, Inc. In the event it has had an “ownership change” within the meaning of Section382* of the Code, utilization of its net operating loss carryforwards could be restricted under Section382 of the Code and similar state provisions.

Uncertain tax positions

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

The liability for uncertain tax positions of $3.9 million as of* December 31, 2025* is related to transfer pricing between affiliated entities. The uncertain tax positions liability on the consolidated balance sheets includes $2.1 million and $1.8 million of accrued interest and penalties related to unrecognized tax benefits at* December 31, 2025and December 31, 2024,respectively. The Company recognizes interest accrued and penalties related to uncertain tax positions as a component of income tax expense. If recognized, balances of uncertain tax positions as of December 31, 2025*would affect the Company's effective tax rate.

The Company operates on a global basis and is subject to tax laws and regulations in the United States and Israel. The estimate of the Company’s tax liabilities relating to uncertain tax positions requires management to assess uncertainties and to make judgments about the application of complex tax laws and regulations, expectations regarding the outcome of tax authority examinations, as well as the ultimate measurement of potential liabilities.

The uncertain tax positions are reviewed quarterly and adjusted as events occur that could affect potential liabilities for additional taxes, including lapsing of applicable statutes of limitations, correspondence with tax authorities, proposed assessments by tax authorities, identification of new issues, and issuance of new legislation or regulations. The Company recognizes its gross uncertain tax positions as a long-term liabilities. The Company believes that adequate amounts of tax have been provided in income tax expense for any adjustments that* mayresult from its uncertain tax positions. The current balance of the uncertain tax position relates to tax years for which the statute of limitations will expire within the next12* months.

The Company has received final tax assessments up to and including its2017 tax year in Israel and2020 in the US.

NOTE19 –RELATEDP ARTIES

See Note15 for discussion related to an asset purchase in* February 2025,which involved a related party. There wereno further related party transactions during thetwelve* months ended* December 31,*2025 or2024.

NOTE20–COMMITMENTS ANDC ONTINGENCIES

In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. Further, the Company indemnifies its directors and officers who are, or were, serving at the Company’s request in such capacities. The Company’s maximum exposure under these arrangements is unknown as of* December 31, 2025* and2024. The Company doesnot anticipate recognizing any significant losses relating to these arrangements.

On* April 2, 2024,the Company filed a lawsuit in the U.S. District Court for the District of Delaware against Teva Pharmaceuticals, Inc., Teva Pharmaceuticals USA, Inc., and Teva Pharmaceutical Industries, Ltd., alleging infringement of U.S. Patent Numbers9,040,074* and9,950,069 and seeking a permanent injunction preventing U.S. market entry of Teva’s generic product prior to the expiry of such patents. By written stipulation dated* June 11, 2024,Teva Pharmaceutical Industries, Ltd. was dismissed from the action. On May 19, 2025,the Company filed an Amended Complaint, adding U.S. Patent12,268,745* to the litigation (the*“745* Patent”). The U.S. Patent and Trademark Office issued the*‘745* Patent on* April 8, 2025,and the Company subsequently added this patent to the Orange Book for JELMYTO. By orders dated February 27, 2025,and June 26, 2025,the court approved the parties’ joint stipulations to remove theMarkman* hearing and any related claim-construction proceedings from the court’s calendar. This matter is scheduled for a bench trial in* October 2026.Following certain stipulations, the case is now styled asUroGen Pharma Ltd. et al. v. Teva Pharmaceuticals, Inc. et al.By order dated January 12, 2026,the court approved the parties’ joint stipulation to dismiss counts I, II, III, and IV of the Company’s Amended Complaint alleging infringement by Teva of U.S. Patent Numbers9,040,074* and9,950,069, with prejudice, and to dismiss counts I and II of Teva’s counterclaims seeking declaratory judgment that U.S. Patent Numbers9,040,074 and9,950,069 are invalid, as moot.No ANDA* maybe finally approved by the FDA until the expiration of Orphan Drug Exclusivity covering JELMYTO in April 2027.If the Company is unsuccessful in securing the requested court relief, JELMYTO maybe subject to immediate competition from an FDA approved generic product after regulatory exclusivity for JELMYTO expires in April 2027.*

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Separation Agreements

On* June 26, 2024,the Company entered into a separation agreement with Jeff Bova, the Company’s former Chief Commercial Officer, which sets forth the terms of Mr. Bova's termination of employment with the Company, effective as of September 30, 2024.The arrangement includes cash severance, a pro rata portion of the target annual bonus for calendar year2024,* and partial acceleration of share-based compensation. The Company recognized $1.1 million within selling, general and administrative expenses during the year ended* December**31,* 2024 in relation to this arrangement. There wereno expenses recognized in relation to this arrangement during the year ended* December 31, 2025.*

On* October 7, 2024,the Company entered into a separation and consulting agreement with Don Kim, pursuant to which Mr. Kim resigned from his positions as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, effective October 8, 2024.The arrangement includes cash severance, target annual bonus for calendar year2024,* a post-separation consulting arrangement, and partial acceleration of share-based compensation. The Company recognized $0.8 million within selling, general and administrative expenses during the year ended* December**31,* 2024 in relation to this arrangement. There wereno expenses recognized in relation to this arrangement during the year ended* December 31, 2025.*

Leases

See Note11 for further discussion regarding lease commitments.

NOTE21 –Segment Reporting

The Company is engaged in the development and commercialization of innovative solutions for the treatment of urothelial and specialty cancers. The Company has asingle operating segment and reportable segment focused on these business activities, and its operations are managed on a consolidated basis. The primary revenue source for the segment comes from sales of the Company’s approved products,Jelmyto andZusduri, primarily conducted in the United States.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”). The CODM assesses performance and allocates resources based on net income or loss, which is the primary measure of performance, as reported in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, net income or loss is used to monitor performance relative to budgeted targets and to evaluate financial performance in relation to the Company’s strategic goals. For additional information, refer to the Consolidated Statements of Operations and Comprehensive Loss for detailed measures of segment revenues, expenses, and profit or loss.

Information about significant segment expenses regularly provided to the CODM is as follows (in thousands):

(1) Other expenses primarily consist of insurance, sponsorship, grants, other fees and taxes.

NOTE22 –Subsequent events

On* February 26, 2026,the Company entered into the2026* Loan Agreement. Thefirst tranche of $200.0 million refinanced the Company's existing loan facility with Pharmakon which had $125.0 million of outstanding principal, with the remaining proceeds available for general corporate purposes and working capital. Thesecond tranche of $50.0 million* maybe drawn at the Company's optionno* later than* June 30, 2027,*subject to customary conditions.

All outstanding loans with Pharmakon pursuant to the2026 Loan Agreement accrue interest at a fixed rate of 8.25%. The principal amount of the loans outstanding under the2026 Loan Agreement shall be repayable infour equal quarterly payments commencing in thefirst quarter of2030. The Company* may*prepay the full outstanding principal amount of the loans in whole at the Company's discretion at any time, together with accrued but unpaid interest thereon and subject to prepayment premiums, make-whole amounts, as applicable, and fees.

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