CG Oncology Form 4: Director sells 22,686 shares after exercising options

Rhea-AI Filing Summary

James J. Mulay, a director of CG Oncology, Inc. (CGON), reported option exercises and immediate sales on September 18-19, 2025. On 09/18/2025 he exercised Director Stock Options to acquire 19,112 shares at an exercise price of $1.82 per share and, pursuant to a Rule 10b5-1 trading plan adopted June 6, 2025, sold those 19,112 shares at a weighted average price of $39.01. On 09/19/2025 he exercised an additional 3,574 options at $1.82 and sold those 3,574 shares at $38.99. The filing states the options were fully vested and the sales reduced the reported non-derivative beneficial ownership to zero following the transactions. The form is signed by an attorney-in-fact on behalf of Mr. Mulay.

Positive

• Transactions executed under a Rule 10b5-1 plan adopted June 6, 2025, demonstrating use of a documented trading plan
• Options were fully vested prior to exercise, as explicitly stated in the filing
• Filing discloses weighted-average sale prices and ranges (sales ranged $38.99 to $39.12), providing price transparency

Negative

• Reporting person sold all acquired non-derivative shares, resulting in reported non-derivative beneficial ownership of zero after the sales

Insights

Securities Analyst

TL;DR: Director exercised vested options at $1.82 then immediately sold shares under a pre-established 10b5-1 plan at ~ $39 per share.

The filing documents routine insider option exercises and contemporaneous sales under a Rule 10b5-1 plan adopted June 6, 2025. The exercises converted vested director options into 22,686 common shares in two tranches; those shares were sold in multiple transactions at weighted-average prices of $39.01 and $38.99. The filing discloses the exercise price, the sales price range, and that the options were fully vested, and it shows the reporting person’s non-derivative ownership falling to zero after the sales. This is a disclosure of liquidity activity by an insider rather than a corporate operational event.

Corporate Governance Expert

TL;DR: Transactions appear compliant and executed via a documented 10b5-1 plan; options were fully vested prior to exercise.

The report identifies a pre-existing Rule 10b5-1 plan and an attorney-in-fact signature, which align with standard compliance protocols for insider trading. The disclosure specifies vesting status ("fully vested") for the exercised director options and provides a weighted average sale price range for the dispositions. The form contains clear transaction codes and quantities, fulfilling Section 16 reporting requirements. No information in the filing indicates atypical governance concerns; the activity is a standard monetization of vested equity awards.

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)
09/18/2025

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	09/18/2025		M		19,112	A	$1.82	19,112	D
Common Stock	09/18/2025		S(1)		19,112	D	$39.01(2)	0	D
Common Stock	09/19/2025		M		3,574	A	$1.82	3,574	D
Common Stock	09/19/2025		S(1)		3,574	D	$38.99	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)	$1.82	09/18/2025		M			19,112	(3)	07/18/2031	Common Stock	19,112	$0	16,329	D
Director Stock Option (right to buy)	$1.82	09/19/2025		M			3,574	(3)	07/18/2031	Common Stock	3,574	$0	12,755	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 $38.99 to $39.12, 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. Fully vested

	/s/ Joshua F. Patterson, Attorney-in-Fact for James J. Mulay	09/22/2025
	** 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 Mulay report on Form 4?

He reported exercising director stock options to acquire 22,686 shares and selling those shares in two tranches on 09/18/2025 and 09/19/2025.

At what exercise price were the options converted to shares?

The director stock options were exercised at $1.82 per share.

At what prices were the shares sold?

The shares were sold at weighted-average prices of $39.01 (19,112 shares) and $38.99 (3,574 shares); individual sale prices ranged from $38.99 to $39.12.

Were the option exercises and sales part of a trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 6, 2025.

Did the filing state whether the options were vested?

Yes. The filing states the options were fully vested.

Who signed the Form 4?

The form was signed by Joshua F. Patterson, Attorney-in-Fact for James J. Mulay, dated 09/22/2025.