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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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UroGen Pharma Ltd. (Name of Issuer) |
Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
The Toronto-Dominion Bank | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,616,714.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
TD SECURITIES INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,306.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
UroGen Pharma Ltd. | |
| (b) | Address of issuer's principal executive offices:
9 HA'TA'ASIYA ST, RA'ANANA, ISRAEL
4365007 | |
| Item 2. | ||
| (a) | Name of person filing:
The Toronto-Dominion Bank
TD SECURITIES INC. | |
| (b) | Address or principal business office or, if none, residence:
The principal office address of The Toronto-Dominion Bank ("TD Bank"):
66 Wellington Street West
12th Floor TD Tower
Toronto, Ontario, Canada
M5K 1A2
The principal office address of TD Securities Inc. ("TDSI"):
55 King Street West
TD Tower 12th Floor
Toronto, Ontario, Canada
M5K 1A2
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| (c) | Citizenship:
The Toronto-Dominion Bank - CANADA (FEDERAL LEVEL)
TD SECURITIES INC. - ONTARIO, CANADA | |
| (d) | Title of class of securities:
Ordinary Shares, par value NIS 0.01 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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TD Bank - Bank
TDSI - Broker Dealer
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
2,618,020
TD Bank has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 2,616,714 of these shares and
TDSI has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 1,306 of these shares.
This schedule is jointly filed by TD Bank and TDSI. TD Bank is the sole owner of TDSI. TD Bank may be deemed to hold an indirect interest in the shares reported herein by TDSI by virtue of its ownership of TDSI. TD Bank disclaims ownership of the shares reported herein by TDSI except to the extent of its pecuniary interest therein.
Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
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| (b) | Percent of class:
5.4 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The Toronto-Dominion Bank - 2,616,714
TD SECURITIES INC. - 1,306 | ||
| (ii) Shared power to vote or to direct the vote:
The Toronto-Dominion Bank - 0
TD SECURITIES INC. - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
The Toronto-Dominion Bank - 2,616,714
TD SECURITIES INC. - 1,306 | ||
| (iv) Shared power to dispose or to direct the disposition of:
The Toronto-Dominion Bank - 0
TD SECURITIES INC. - 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares of UroGen Pharma Ltd. will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: May 15, 2026
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TD SECURITIES INC.
By: /s/ Greg Nowakowski
Title: Chief Compliance Officer
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