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2021 Proxy Statement and Notice of Annual Meeting of Shareholders to Be Held June 7, 2021

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2021 Proxy Statement and Notice of Annual Meeting of Shareholders to Be Held June 7, 2021 2021 Proxy Statement and Notice of Annual Meeting of Shareholders to be Held June 7, 2021 UROGEN PHARMA LTD. 400 Alexander Park Drive, Princeton, New Jersey 08540 April 28, 2021 Dear Shareholder, You are cordially invited to attend the 2021 Virtual Annual Meeting of Shareholders of UroGen Pharma Ltd. (the “Company”) to be held on June 7, 2021 at 10:00 a.m., Eastern Time. Due to the public health impact of the COVID- 19 pandemic and to support the health and well-being of our shareholders, employees, management and Directors, the annual meeting will be a completely virtual meeting of shareholders. You can attend the annual meeting by visiting www.meetingcenter.io/250586249 where you will be able to listen to the meeting live, submit questions and vote online. Shareholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before the annual meeting start time of 10:00 a.m., Eastern Time on June 7, 2021, to ensure you are logged in when the annual meeting begins. At the meeting, you will be asked to consider and vote on the proposals set forth in the proxy statement relating to the annual meeting. The Company’s Directors unanimously recommends a vote “FOR” each proposal set forth in the proxy statement. Whether or not you plan to remotely attend and vote your shares online at the meeting, it is important that your ordinary shares be represented and voted at the meeting. Accordingly, after reading the proxy statement, please vote online by following the electronic voting instructions included in the Proxy Materials; or return the proxy card that may be mailed to you. If you hold your shares in “street name” through a broker, bank or other nominee, please vote in accordance with their instructions provided to you. The Company has fixed the close of business on April 26, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote on the matters proposed at, the meeting and any adjournment or postponement thereof. Thank you for your continued support. Very truly yours, Liz Barrett Chief Executive Officer UROGEN PHARMA LTD. 400 Alexander Park Drive Princeton, New Jersey 08540 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held On Monday, June 7, 2021 Dear Shareholder: You are cordially invited to attend the 2021 Virtual Annual Meeting of Shareholders of UroGen Pharma Ltd., a corporation organized under the laws of the State of Israel (the “Company”). The meeting will be held on Monday, June 7, 2021 at 10:00 a.m., Eastern Time. Due to the public health impact of the novel coronavirus disease (“COVID-19”) pandemic and to support the health and well-being of our shareholders, employees, management and Directors, the annual meeting will be a completely virtual meeting of shareholders. You can attend the annual meeting by visiting www.meetingcenter.io/250586249 where you will be able to listen to the meeting live, submit questions and vote online. Shareholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before the annual meeting start time of 10:00 a.m., Eastern Time on June 7, 2021, to ensure you are logged in when the annual meeting begins. We are holding the Annual Meeting for the following purposes: 1. To elect to the Board of Directors the following eight nominees presented by the Board: Arie Belldegrun, Elizabeth Barrett, Cynthia M. Butitta, Fred E. Cohen, Kathryn E. Falberg, Stuart Holden, Ran Nussbaum and Shawn C. Tomasello; 2. To approve an amendment to the Company’s 2017 Equity Incentive Plan to increase the number of ordinary shares authorized for issuance under the plan by 400,000 shares; 3. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement; 4. To approve the engagement of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s auditor until our 2022 annual meeting of shareholders; and 5. To conduct any other business properly brought before the annual meeting and any adjournment or postponement thereof. These items of business are more fully described in the accompanying proxy statement. The Record Date for the annual meeting is April 26, 2021. Only shareholders of record at the close of business on the Record Date are entitled to notice of and to vote at the annual meeting or any adjournment thereof, either by remote attendance or by proxy. By Order of the Board of Directors, Molly Henderson Chief Financial Officer Princeton, New Jersey April 28, 2021 You are cordially invited to attend the Annual Meeting remotely. Whether or not you expect to attend the annual meeting, please complete, date, sign and return the proxy that may be mailed to you, or vote over the telephone or online as instructed in these materials, as promptly as possible in order to ensure your representation at the annual meeting. Even if you have voted by proxy, you may still vote online at the annual meeting if you remotely attend the annual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the annual meeting, you must obtain a legal proxy issued in your name from the holder of record. [THIS PAGE INTENTIONALLY LEFT BLANK] UROGEN PHARMA LTD. 400 Alexander Park Drive Princeton, New Jersey 08540 PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS Monday, June 7, 2021 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? We have sent you these proxy materials because the Board of UroGen Pharma Ltd., also referred to in these proxy materials as the Company or UroGen, is soliciting your proxy to vote at the 2021 Annual Meeting of Shareholders, or the Annual Meeting, or any adjournments or postponements of the Annual Meeting. You are invited to virtually attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or online. We intend to mail these proxy materials on or about May 3, 2021 to all shareholders of record at the close of business on the Record Date entitled to vote at the Annual Meeting. How do I attend, participate in, and ask questions during the virtual Annual Meeting online? Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our shareholders, employees, management and Directors, this year’s Annual Meeting will be a virtual meeting of shareholders, which will be conducted solely online via live webcast. Any shareholder can attend the virtual Annual Meeting live online at www.meetingcenter.io/250586249. The password for the meeting is URGN2021. There is no physical location for the Annual Meeting. The meeting will start at 10:00 a.m. Eastern Time on Monday, June 7, 2021. We recommend that you log in a few minutes before the scheduled start time on June 7, 2021 to ensure you are logged in when the Annual Meeting begins. Shareholders remotely attending the virtual Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. How can I attend the Annual Meeting? The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/250586249. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is URGN2021. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. The online meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement. To help ensure that we have a productive and efficient meeting, and in fairness to all shareholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines: • You may submit questions and comments electronically through the meeting portal. • Only shareholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments. • Please direct all questions to Molly Henderson, our Chief Financial Officer. • Please include your name and affiliation, if any, when submitting a question or comment.
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