CG Oncology director executes 10b5-1 sale after option exercise, reports zero holdings

Rhea-AI Filing Summary

James J. Mulay, a director of CG Oncology, Inc. (CGON), exercised a fully vested director stock option to buy 27,015 shares at an exercise price of $0.60 on 09/05/2025. The same day he sold a total of 27,015 common shares under a Rule 10b5-1 trading plan adopted June 6, 2025, at weighted-average prices ranging across four blocks: $30.47, $31.42, $32.64, and $33.22. Following these transactions the reporting person reports 0 shares beneficially owned. Sales were effected pursuant to the 10b5-1 plan and the option was fully vested.

Positive

• Trades executed under a Rule 10b5-1 plan, indicating pre-established, documented trading instructions
• Option exercise was fully vested, showing the director had the right to exercise at the reported time
• Weighted-average sale prices disclosed and the filer offers to provide detailed per-trade pricing on request

Negative

• Reporting person holds 0 shares following these transactions, showing a complete disposition of direct holdings
• Significant insider sales of 27,015 shares occurred on a single day, which may be interpreted as insider liquidity

Insights

Financial Analyst

TL;DR Insider exercised low-cost options and sold all resulting shares the same day under a 10b5-1 plan; reporting shows no remaining ownership.

The filing shows a director exercised 27,015 options at $0.60 and sold the resulting shares on 09/05/2025 under a Rule 10b5-1 plan adopted on June 6, 2025. Sales occurred in multiple transactions at weighted-average prices reported in four tranches between $30.47 and $33.22. The rapid exercise-and-sale sequence realized a substantial per-share spread relative to the exercise price and left the director with 0 shares reported post-transaction. These are factual, structured insider liquidity events rather than disclosed changes to company operations or guidance.

Corporate Governance Expert

TL;DR Transactions were executed under a documented 10b5-1 plan; reporting meets Section 16 disclosure requirements and shows full disposition.

The Form 4 discloses that the sales were effected pursuant to a pre-established Rule 10b5-1 trading plan, which provides affirmative defense protection for predetermined trades. The option shown was fully vested and the Form 4 reports the director retained no direct beneficial ownership after the reported trades. The filing includes weighted-average sale prices and offers to provide further breakdowns on specific execution prices upon request, which supports transparency in pricing disclosure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mulay James

(Last) (First) (Middle)

C/O CG ONCOLOGY, INC.

400 SPECTRUM CENTER DRIVE, SUITE 2040

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CG Oncology, Inc. [ CGON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/05/2025		M		27,015	A	$0.6	27,015	D
Common Stock	09/05/2025		S(1)		12,342	D	$30.47(2)	14,673	D
Common Stock	09/05/2025		S(1)		4,095	D	$31.42(3)	10,578	D
Common Stock	09/05/2025		S(1)		7,465	D	$32.64(4)	3,113	D
Common Stock	09/05/2025		S(1)		3,113	D	$33.22(5)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Stock Option (right to buy)	$0.6	09/05/2025		M			27,015	(6)	07/08/2028	Common Stock	27,015	$0	0	D

Explanation of Responses:

1. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 6, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.01 to $31.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.06 to $33.05, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.06 to $33.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

6. Fully vested

	/s/ Joshua F. Patterson, Attorney-in-Fact for James J. Mulay	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CGON director James J. Mulay do on 09/05/2025?

James J. Mulay exercised 27,015 options at $0.60 and sold 27,015 common shares that same day under a Rule 10b5-1 plan.

Were the sales made under a pre-arranged trading plan for CGON?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on June 6, 2025.

What prices were the CGON shares sold at?

Sales were reported in weighted-average blocks with prices of $30.47, $31.42, $32.64, and $33.22 per share.

How many CGON shares does the reporting person own after the transactions?

The Form 4 reports 0 shares beneficially owned by the reporting person following the reported transactions.

Is the option referenced in the filing still outstanding?

No. The filing indicates the director exercised 27,015 options and reports 0 derivative securities beneficially owned following the transactions.