Insider Sale: CGON director Hong Fang Song disposes 713,928 CGON shares

Rhea-AI Filing Summary

CG Oncology director Hong Fang Song (filing signed by attorney-in-fact) reported multiple sales of common stock on 09/03/2025 under a written plan. The Form 4 shows discrete dispositions of 69,695, 30,105, 100, 100 and 613,928 shares, totaling 713,928 shares sold. Two groups are identified as record holders: Charming Jade Limited and Unique Diamond Investments Limited, and Ms. Song discloses indirect beneficial ownership through a chain of entities she ultimately owns. The filing notes weighted average price ranges for portions of the sales and indicates the transactions were made pursuant to a Rule 10b5-1 plan.

Positive

• Transactions executed under a Rule 10b5-1 plan, as indicated by the checked box, which supports preplanned, compliant execution.
• Weighted-average price ranges disclosed for applicable sales, offering transparency about trade pricing.

Negative

• Large insider disposals totaling 713,928 shares were reported on 09/03/2025, which may be perceived negatively by market participants.
• Significant indirect ownership structure (multiple affiliated entities culminating in sole ownership by Ms. Song) concentrates control and may complicate liquidity and governance perceptions.

Insights

Financial Analyst

TL;DR: Director disposed of 713,928 shares via multiple sales under a 10b5-1 plan, reducing indirect holdings.

The filing documents sizable open-market dispositions totaling 713,928 shares executed 09/03/2025 with reported weighted-average price ranges disclosed for groups of trades. The seller is a director with indirect ownership through multiple related entities, and the Form 4 explicitly checks the box indicating the trades were pursuant to a written 10b5-1 plan. For investors, insider sales are relevant context but this document contains no company performance data or stated purpose for the sales. The transaction sizes and disclosure of affiliated entities are material to assessments of insider liquidity.

Corporate Governance Expert

TL;DR: Insider sales were structured and disclosed, with beneficial ownership shared across related entities culminating in Song's control.

The report identifies an ownership chain: Charming Jade Limited and Unique Diamond Investments Limited are record holders, ultimately linked through ORI funds and Healthcare Seed Limited, which Ms. Song solely owns. The filing's explicit 10b5-1 indication and weighted-average price disclosures reflect attention to compliance and transparency. The document provides clear provenance of indirect ownership but does not state any change in board status or new agreements beyond the sales reported.

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
Estimated average burden
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^*

Song Hong Fang

(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)
09/03/2025

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	09/03/2025		S		69,695	D	$27.6(1)	2,934,236	I	By Chaming Jade Limited(2)(3)
Common Stock	09/03/2025		S		30,105	D	$28.24(4)	2,904,131	I	By Charming Jade Limited(2)(3)
Common Stock	09/03/2025		S		100	D	$28.96	2,904,031	I	By Charming Jade Limited(2)(3)
Common Stock	09/03/2025		S		100	D	$28.99	2,903,931	I	By Charming Jade Limited(2)(3)
Common Stock								586,982	I	By Unique Diamond Investments Limited(3)(5)
Common Stock								613,928	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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.94 to $27.93, 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.

2. Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P. and a wholly owned subsidiary of ORI Holding II Inc.

3. Each of ORI Holding II Inc. and ORI Capital Holding Inc. is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited. As a result of these relationships, each of the foregoing entities and Ms. Song may be deemed to share beneficial ownership over the securities held of record by Unique Diamond Investments Limited and Charming Jade Limited, except to the extent of their pecuniary interests therein.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.94 to $28.93, 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. Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. and a wholly owned subsidiary of ORI Capital Holding Inc.

	/s/ Joshua F. Patterson, Attorney-in-Fact for Hong Fang Song	09/04/2025
	** 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 Hong Fang Song sell on 09/03/2025?

The Form 4 reports dispositions of 69,695, 30,105, 100, 100, and 613,928 shares, totaling 713,928 shares sold.

Were the sales made under an approved trading plan for CGON?

Yes, the filer checked the box indicating the transactions were made pursuant to a Rule 10b5-1 written plan.

What prices were the CGON shares sold at?

The filing discloses weighted-average price ranges: one group at prices ranging $26.94 to $27.93 and another group at $27.94 to $28.93; individual transactions list prices of $28.96 and $28.99 for small lots.

Who holds the shares sold on behalf of the reporting person?

Record holders include Charming Jade Limited and Unique Diamond Investments Limited, with beneficial ownership shared through related entities ultimately owned by Hong Fang Song.

Does the Form 4 indicate any change in director status for Ms. Song?

No. The filing lists Ms. Song as a Director and does not report any change in board or officer status.