CGON Form 4: Option Exercise and Sale of 5,903 Shares on 10/09/2025

Rhea-AI Filing Summary

Director James J. Mulay completed option-related transactions on 10/09/2025. He exercised 5,903 stock options at an exercise price of $3.72 per share, then sold the resulting 5,903 shares at $43.99 per share pursuant to a Rule 10b5-1 trading plan adopted on 06/06/2025. After these transactions the reporting person beneficially owns 0 shares of common stock and retains derivative exposure showing 1,962 derivative securities reported as beneficially owned following the transactions. The reported stock option vests in 36 monthly installments beginning on 07/14/2023 and has an expiration date of 06/13/2033. The Form 4 was signed on 10/10/2025 by an attorney-in-fact.

Positive

• Use of a Rule 10b5-1 plan indicates the sale followed a pre-established trading schedule (adopted 06/06/2025)
• Options exercised at $3.72 and sold at $43.99—realized proceeds per share materially above exercise cost

Negative

• Reporting person now holds 0 common shares, reducing direct insider ownership in the issuer
• Significant immediate sale of exercised shares may reduce perceived insider alignment with shareholders

Insights

Corporate Governance Analyst

Director exercised options and immediately sold shares under a 10b5-1 plan.

The director exercised $3.72-strike options to acquire 5,903 shares and sold those shares at $43.99 on 10/09/2025. The sale was effected under a Rule 10b5-1 trading plan adopted 06/06/2025, which provides an affirmative defense for scheduled insider trades.

The reporting person shows 0 shares beneficially owned after the sale but retains derivative holdings of 1,962 units with an expiration of 06/13/2033. Monitor future scheduled vesting installments and any additional 10b5-1 activity for changes in insider alignment with shareholder interests over the next 12–24 months.

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^*

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)
10/09/2025

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	10/09/2025		M		5,903	A	$3.72	5,903	D
Common Stock	10/09/2025		S(1)		5,903	D	$43.99	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)	$3.72	10/09/2025		M			5,903	(2)	06/13/2033	Common Stock	5,903	$0	1,962	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 stock option vests in 36 substantially equal monthly installments beginning on July 14, 2023.

	/s/ Joshua F. Patterson, Attorney-in-Fact for James J. Mulay	10/10/2025
	** 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 10/09/2025?

He exercised 5,903 stock options at $3.72 and sold the resulting 5,903 shares at $43.99 pursuant to a Rule 10b5-1 plan.

How many common shares does James J. Mulay own after the transactions?

The Form 4 reports 0 common shares beneficially owned following the reported transactions.

Does the Form 4 show any remaining derivative exposure for the director?

Yes; it reports 1,962 derivative securities beneficially owned after the transactions with an expiration date of 06/13/2033.

Was the sale an opportunistic trade or pre-planned?

The sale was executed under a pre-established Rule 10b5-1 trading plan adopted on 06/06/2025.

When did the option vesting schedule begin?

The stock option vests in 36 monthly installments beginning on 07/14/2023.