UroGen Pharma (NASDAQ: URGN) inks $250M secured term loan deal

Rhea-AI Filing Summary

UroGen Pharma Ltd. entered into a new secured term loan agreement providing up to $250,000,000 in borrowings through two tranches. A $200,000,000 Tranche A loan was funded immediately, with Tranche B of $50,000,000 available at the borrower’s election through June 30, 2027, subject to conditions.

The Tranche A proceeds refinance an existing $125,000,000 term loan and support general corporate and working capital needs; Tranche B would also fund general corporate purposes. The debt carries a fixed 8.25% annual interest rate, quarterly payments, and matures five years after the Tranche A closing date, with principal amortization beginning in the first quarter of 2030.

The facility is guaranteed by UroGen Pharma Ltd., is secured by substantially all tangible and intangible assets (including intellectual property), and includes customary affirmative and restrictive covenants but no financial covenants. Prepayments trigger a 1% exit fee and, if made within one year of each tranche’s closing, a makewhole equal to foregone interest, and a change of control requires repayment.

Insights

Debt & Capital Structure Analyst

UroGen replaces and upsizes debt with a sizable fixed-rate term facility.

UroGen Pharma has arranged up to $250,000,000 in term loans, immediately drawing $200,000,000 to refinance a $125,000,000 facility and add liquidity for general corporate and working capital purposes. The five-year maturity and first-principal payments starting in 2030 push required amortization into the future.

All borrowings bear a fixed 8.25% interest rate, shielding the company from rate volatility but locking in a relatively high cost of capital. The loans are secured by substantially all assets and guaranteed by the parent, increasing lender protections and limiting flexibility around asset sales, additional debt, liens, dividends, and certain transactions.

There are no financial covenants, which may reduce default risk tied to financial ratios but leaves standard events of default, change-of-control mandatory prepayment, a 1% exit fee, and makewhole obligations on early prepayment within each tranche’s first year. Future disclosures in periodic reports can clarify how this leverage level interacts with cash flow and growth plans.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

UROGEN PHARMA LTD.

(Exact name of registrant as specified in its charter)

Israel		001-38079		98-1460746
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

400 Alexander Park Drive, 4th Floor Princeton, New Jersey		08540
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 (646) 768-9780

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value NIS 0.01 per share		URGN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 26, 2026, UroGen Pharma Ltd. (the “Company”), and UroGen Pharma, Inc., as the borrower (the “Borrower” and, together with the Company, collectively, the “Credit Parties”), entered into a loan agreement (the “Loan Agreement”) with BPCR Limited Partnership (as a “Lender”), BioPharma Credit Investments V (Master) LP (as a “Lender”), and BioPharma Credit PLC, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), pursuant to which the Lenders agreed to make term loans to the Borrower in an aggregate principal amount of up to $250,000,000, to be advanced in two tranches (the “Term Loans”). The first tranche (the “Tranche A Loan”) in the amount of $200,000,000 was funded on the effective date of the Loan Agreement (the “Tranche A Closing Date”). The second tranche (the “Tranche B Loan”) of $50,000,000 will be advanced following the Borrower’s election, to be made no later than June 30, 2027, subject to customary conditions and fees payable upon the funding thereof. The Term Loans will mature on the 5th year anniversary of the Tranche A Closing Date (“Maturity Date”). The proceeds of the Tranche A Loan will be used (i) to refinance our existing term loan facility with the Lenders and the Collateral Agent, which had an outstanding principal amount of $125,000,000 and (ii) to fund the Credit Parties’ general corporate and working capital requirements. The proceeds of the Tranche B Loan may be used to fund the Credit Parties’ general corporate and working capital requirements.

All outstanding obligations with respect to the Term Loans bear interest at a fixed rate of 8.25% per annum, which interest is payable quarterly in arrears. Repayment of outstanding principal of the Term Loans will be made in four equal quarterly payments of principal (together with any accrued but unpaid interest and certain fees due upon repayment, as applicable) commencing in the first quarter of 2030. Additionally, the Borrower may elect to prepay the Term Loans in whole prior to the Maturity Date with such prepayments being, subject to the Exit Fee (as defined below).

The Borrower will pay to the Lenders a funding fee equal to 1.50% of the Lenders’ total committed amount to fund the Tranche A Loan and Tranche B Loan, payable on the Tranche A Closing Date and the Tranche B Closing Date, respectively. Additionally, upon any repayment of principal in respect of the Term Loans, including pursuant to the quarterly installments payable in 2030, earlier acceleration or voluntary prepayment, the Borrower must pay an exit fee equal to 1% of the principal amount being repaid (the “Exit Fee”). In addition to the Exit Fee, prepayments of the Tranche A Loan prior to the 1^st anniversary of the Tranche A Closing Date and prepayments of the Tranche B Loan prior to the 1^st anniversary of the Tranche B Closing Date, as applicable, are subject to a makewhole amount equal to the sum of all interest that would have accrued through such 1^st anniversary (the “Makewhole Amount”). If the Term Loans are accelerated following the occurrence of an event of default, the Borrower shall immediately pay to Lenders the sum of all obligations for principal, interest, the Exit Fee and any applicable Makewhole Amount. The

Borrower is also required to prepay the Term Loans upon a change of control and prior to certain prepayments or redemptions of permitted convertible debt, subject to exceptions for refinancings and conversions or exchanges for equity.

The obligations of the Borrower under the Loan Agreement are guaranteed by the Company, subject to customary limitations on parent guarantees under Israeli law, and are secured by substantially all of the respective Credit Parties’ tangible and intangible assets and property, including intellectual property, subject to certain exceptions.

The Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties. The Credit Parties are bound by certain affirmative covenants setting forth actions that are required during the term of the Loan Agreement, including, without limitation, certain information delivery requirements, obligations to maintain certain insurance, and certain notice requirements. Additionally, the Credit Parties are bound by certain restrictive covenants setting forth actions that are not permitted to be taken during the term of the Loan Agreement without Lender’s prior written consent, including, without limitation, (i) selling or disposing of assets, including certain intellectual property, (ii) amending, modifying or waiving certain material agreements or organizational documents, (iii) consummating certain change in control transactions, (iv) incurring certain additional indebtedness, (v) incurring any non-permitted lien or other encumbrance on the Credit Parties’ assets, (vi) paying dividends or making any distribution or payment on or redeeming, retiring or purchasing any equity interests, and (vii) making payments of certain subordinated indebtedness. The Loan Agreement does not contain any financial covenants. The Loan Agreement also contains the following customary events of default: (i)the Borrower’s failure to pay principal, interest and other amounts when due, (ii) the Credit Parties’ breach of the covenants under the Loan Agreement, (iii) the occurrence of a material adverse change, (iv) certain attachments of the Credit Parties assets and restraints on their business, (v) certain bankruptcy or insolvency events, (vi) cross-default of third-party indebtedness, (vii) the failure by the Credit Parties to pay judgements rendered against them, (viii) material misrepresentations, (ix) the loan documents ceasing to create a valid security interest in a material portion of the Collateral, (x) the occurrence of certain ERISA events, and (xi) a material default or breach under any intercreditor or subordination agreement by any parties thereto. Upon the occurrence of an event of default, the Lenders may, among other things, accelerate the Borrower’s obligations under the Loan Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above with respect to the Loan Agreement is incorporated by reference into this Item 2.03.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 2, 2026				UROGEN PHARMA LTD.
				By:		/s/ Chris Degnan
						Chris Degnan
						Chief Financial Officer

FAQ

What loan agreement did UroGen Pharma (URGN) enter into?

UroGen Pharma entered a secured term loan agreement providing up to $250,000,000 in borrowings. It includes a $200,000,000 Tranche A funded at closing and a $50,000,000 Tranche B available through June 30, 2027, subject to customary conditions and lender funding commitments.

How will UroGen Pharma (URGN) use the new term loan proceeds?

UroGen plans to use $200,000,000 from Tranche A to refinance a $125,000,000 existing term loan and support general corporate and working capital needs. Any future Tranche B borrowing of $50,000,000 would also fund general corporate and working capital requirements across the company’s credit parties.

What are the key interest and maturity terms of UroGen Pharma’s new debt?

The term loans carry a fixed 8.25% annual interest rate, paid quarterly in arrears. They mature on the fifth anniversary of the Tranche A closing date, with repayment of principal scheduled in four equal quarterly installments beginning in the first quarter of 2030 under the loan agreement.

What prepayment fees apply to UroGen Pharma’s $250M term loans?

Any principal repayment, including scheduled installments, accelerations or voluntary prepayments, requires a 1% exit fee. In addition, prepaying Tranche A or Tranche B within one year of its respective closing date triggers a makewhole amount equal to the interest that would have accrued through that first anniversary.

Are there financial covenants in UroGen Pharma’s new loan agreement?

The loan agreement does not contain financial covenants, but it includes customary affirmative and restrictive covenants. These address information delivery, insurance, notice requirements, and limitations on asset sales, additional indebtedness, liens, dividends, subordinated debt payments, and certain change-of-control or structural transactions by the credit parties.

How is UroGen Pharma’s new term loan secured and guaranteed?

The borrower’s obligations are guaranteed by UroGen Pharma Ltd., subject to Israeli law limits on parent guarantees, and secured by substantially all tangible and intangible assets of the credit parties. This collateral package includes intellectual property, with specified exceptions, giving lenders broad security rights over the company’s asset base.

Filing Exhibits & Attachments

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