Insider Purchase: CGON Director Reports 1.52M-Share Acquisition at $33

Rhea-AI Filing Summary

Brian Guan-Chyun Liu, a director of CG Oncology, Inc. (CGON), reported a purchase of 1,515,151 shares of the company's common stock on 09/11/2025 at a price of $33 per share. The filing shows the shares were acquired (transaction code P) and that 1,515,151 shares were beneficially owned following the transaction. Ownership is reported as indirect through Seven Fleet Partners LP; Liu disclaims direct beneficial ownership except to the extent of any pecuniary interest. The form is signed on 09/12/2025.

Positive

• Large insider purchase of 1,515,151 shares at $33 signals material insider buying activity
• Full transaction disclosed with transaction date and post-transaction holdings provided

Negative

• Ownership reported as indirect via Seven Fleet Partners LP with a disclaimer, which limits clarity on direct economic alignment

Insights

Financial Analyst

TL;DR: A large director-led purchase of 1.52M shares at $33 signals material insider buying that could affect supply and market perception.

The acquisition of 1,515,151 shares at $33 represents a substantial single transaction by an insider affiliated with Seven Fleet Partners LP. Such a size of purchase can be material relative to typical float for small- to mid-cap biopharma issuers, and may attract investor attention. The filing explicitly states the holding is indirect via the investment manager structure and includes the reporting persons disclaimer of direct beneficial ownership except for pecuniary interest. No additional financial details, option exercises, or derivatives are disclosed.

Corporate Governance Expert

TL;DR: Disclosure is standard for Section 16 reporting but the disclaimer reduces clarity on direct economic alignment.

The Form 4 correctly reports the purchase and the indirect ownership through Seven Fleet Partners LP and explains the reporting persons role as managing member of the investment manager. The disclaimer that the reporting person disclaims beneficial ownership except for pecuniary interest is common in manager-managed structures; however, it means the filing does not assert direct personal ownership, which investors should note when assessing insider alignment. The form contains no amendments, derivative activity, or other governance changes.

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

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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).

1. Name and Address of Reporting Person^*

Liu Brian Guan-Chyun

(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)
09/11/2025

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	09/11/2025		P		1,515,151	A	$33	1,515,151	I	By Seven Fleet Partners LP(1)

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 Reporting Person, as the managing member of Seven Fleet Advisors, LLC, the investment manager of Seven Fleet Partners, LP, may be deemed to beneficially own the shares of Common Stock held by Seven Fleet Partners, LP. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Brian Guan-Chyun Liu	09/12/2025
	** 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 CG Oncology director Brian Liu report on Form 4 (CGON)?

The Form 4 reports an acquisition of 1,515,151 common shares on 09/11/2025 at $33 per share, with 1,515,151 shares owned following the transaction.

Was the CGON purchase direct ownership by Brian Liu?

No. The filing lists the ownership form as indirect, held by Seven Fleet Partners LP, and Liu disclaims direct beneficial ownership except for his pecuniary interest.

What is the relationship of the reporting person to CG Oncology (CGON)?

The filer, Brian Guan-Chyun Liu, is reported as a Director of CG Oncology, Inc.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed on 09/12/2025 following the 09/11/2025 transaction date.

Does the Form 4 show any derivative transactions or option exercises?

No. Table II for derivative securities contains no entries; only a non-derivative common stock purchase is reported.