CG Oncology (NASDAQ: CGON) CEO net exercises options and increases share stake

Rhea-AI Filing Summary

CG Oncology, Inc. Chief Executive Officer Arthur Kuan exercised employee stock options to acquire common stock. He exercised options covering 64,612 shares at an exercise price of $1.72 per share through a net exercise. According to the footnote, he received 62,765 shares of common stock, while 1,847 shares were withheld to cover obligations related to the exercise, and he paid the remaining amount in cash. This withholding is recorded as a tax-related disposition and is explicitly described as not representing a sale. Following these transactions, Kuan directly holds 198,916 shares of CG Oncology common stock.

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

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

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^*

Kuan Arthur

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		M		64,612	A	$1.72	200,763	D
Common Stock	03/12/2026		F(1)		1,847	D	$60.15	198,916	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
Employee Stock Option (Right to Buy)	$1.72	03/12/2026		M			64,612	(2)	04/18/2031	Common Stock	64,612	$0	0	D

Explanation of Responses:

1. Represents a "net exercise" of outstanding stock options. The reporting person received 62,765 shares of common stock on net exercise of an option to purchase 64,612 shares of common stock. The Company withheld 1,847 shares of common stock underlying the option and the reporting person paid in cash the delta for payment in full of the aggregate exercise price. This transaction does not represent a sale by the reporting person.

2. The stock option is currently vested and exercisable.

	/s/ Joshua F. Patterson, Attorney-in-Fact for Arthur Kuan	03/13/2026
	** 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 CG Oncology (CGON) CEO Arthur Kuan report in this Form 4?

Arthur Kuan reported a net exercise of stock options to acquire additional CG Oncology common shares. He exercised options for 64,612 shares, received 62,765 shares, and had 1,847 shares withheld to cover obligations related to the option exercise.

How many CG Oncology shares did the CEO acquire through the option exercise?

The CEO effectively acquired 62,765 CG Oncology common shares through a net option exercise. While 64,612 options were exercised at $1.72 per share, 1,847 underlying shares were withheld, and the remaining shares were delivered to him along with a partial cash payment.

Was there an open-market sale of CG Oncology (CGON) stock by the CEO?

No open-market sale occurred in this filing. The disposition of 1,847 CG Oncology shares was for payment of the exercise price or tax liability, and the footnote clearly states this transaction does not represent a sale by the reporting person.

What is Arthur Kuan’s CG Oncology shareholding after these transactions?

After the reported transactions, Arthur Kuan directly holds 198,916 CG Oncology common shares. This figure reflects the net shares received from the option exercise, reduced by the 1,847 shares withheld to satisfy obligations related to the exercise event.

At what price were the CG Oncology stock options exercised?

The employee stock options were exercised at an exercise price of $1.72 per share. Although 64,612 options were exercised at this price, the company withheld 1,847 shares and the CEO paid the remaining amount in cash to complete the net exercise.

What does the tax-withholding transaction in the CGON Form 4 represent?

The tax-withholding entry reflects 1,847 CG Oncology shares withheld to cover payment of the exercise price or related tax liability. It is coded as a tax-withholding disposition (code F) and expressly described as not being a sale by the reporting person.