[Form 4] CG Oncology, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by CG Oncology (CGON) director James J. Mulay on 09/29/2025: Mr. Mulay exercised 12,755 fully vested director stock options at an exercise price of $1.82 per share, converting them into 12,755 shares of common stock. On the same date those 12,755 shares were sold under a Rule 10b5-1 trading plan at a weighted average price of $39.19 per share (individual sale prices ranged from $38.99 to $39.41). Following the reported transactions, the reporting person holds no common shares but retains the director stock option record showing 12,755 underlying shares with an exercise price of $1.82 and an expiration of 07/18/2031. The Form 4 was signed by an attorney-in-fact.

Positive

• Exercise and sale executed under a Rule 10b5-1 plan, indicating pre-specified, compliant trading
• Realized proceeds at a weighted average price of $39.19 on shares acquired at a $1.82 exercise price, implying a significant per-share spread

Negative

• None.

Insights

Securities Analyst

TL;DR: Director exercised low-cost options and immediately monetized the shares via a 10b5-1 plan, realizing a material per-share spread.

The director exercised 12,755 options at $1.82 and sold the resulting shares at a weighted average of $39.19, representing a substantial per-share gain realized under a pre-established Rule 10b5-1 plan. This is a routine monetization of equity-based compensation rather than an operational signal about company performance. The simultaneous exercise and sale leaves the reporting person with no common shares but retains the record of options tied to the same share count with a 2031 expiration, which may reflect standard grant terms for board members.

Corporate Governance Expert

TL;DR: Transactions appear orderly and compliant, executed under an established 10b5-1 plan and documented by attorney-in-fact.

The disclosure notes the sale was effected under a Rule 10b5-1 trading plan adopted 06/06/2025, and the filer attests the options were fully vested. Use of a 10b5-1 plan and the attorney-in-fact signature are consistent with governance best practices for avoiding opportunistic insider trading. The filing shows no unusual retention or additional acquisitions that would change insider alignment with shareholders.

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).

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)
09/29/2025

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	09/29/2025		M		12,755	A	$1.82	12,755	D
Common Stock	09/29/2025		S(1)		12,755	D	$39.19(2)	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	09/29/2025		M			12,755	(3)	07/18/2031	Common Stock	12,755	$0	0	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 $39.41, 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	09/30/2025
	** 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 transactions did CGON director James J. Mulay report on the Form 4?

The Form 4 reports the exercise of 12,755 director stock options at $1.82 and the sale of the resulting 12,755 shares at a weighted average price of $39.19 on 09/29/2025.

Were the sales by James J. Mulay part of a trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 06/06/2025.

How many common shares does the reporting person own after these transactions?

Following the reported transactions, the reporting person beneficially owns 0 common shares, according to the Form 4.

Do any derivative securities remain after the transactions?

The filing shows a director stock option tied to 12,755 underlying shares with a conversion/exercise price of $1.82 and an expiration date of 07/18/2031.

What price range were the sold shares executed at?

The filing reports sale prices ranging from $38.99 to $39.41, with a weighted average of $39.19.