CGON Insider Files: 5,000 Shares Sold Under 10b5-1; Vested Options Reported

Rhea-AI Filing Summary

Leonard E. Post, a director of CG Oncology, Inc. (CGON), reported transactions dated 09/30/2025. The filing shows a purchase/acquisition of 5,000 common shares and a simultaneous sale/disposition of 5,000 common shares sold under a Rule 10b5-1 trading plan at a weighted average price of $40.09. The reporter holds a fully vested director stock option with an exercise price of $0.60 covering 5,000 shares and reports total beneficial ownership of 119,077 shares following the transactions. The sale was effected under a 10b5-1 plan adopted on 09/06/2024.

Positive

• Sale executed under a Rule 10b5-1 plan, reducing concerns about opportunistic timing
• Director retains significant beneficial ownership of 119,077 shares after transactions
• Director stock option is fully vested, indicating alignment with the company

Negative

• Disposition of 5,000 shares (sale) at a weighted average price of $40.09
• Potential dilution from a vested option exercisable for 5,000 shares at $0.60

Insights

Securities Analyst

TL;DR Insider executed a planed sale while retaining meaningful holdings and holding vested low-strike options.

The reported activity is routine for directors managing equity positions. The 5,000-share sale at a weighted average of $40.09 was conducted under a pre-established Rule 10b5-1 plan, which reduces concerns about opportunistic timing. Simultaneously, the filing records an acquisition and a fully vested option with a $0.60 exercise price covering 5,000 shares, indicating potential future dilution if exercised but also alignment with long-term ownership. Beneficial ownership remains at 119,077 shares, which is material for governance but likely immaterial to CGON's market capitalization absent additional context.

Corporate Governance Expert

TL;DR Transactions followed standard insider-disclosure practices and used a 10b5-1 plan, consistent with good governance if compliant.

The filing shows timely disclosure and notes the use of a 10b5-1 trading plan adopted 09/06/2024, which is an established mechanism for planned insider sales. The presence of a fully vested option with a very low strike price suggests historical compensation alignment but also potential for future share issuance if exercised. No amendments or corrective disclosures are present. From a governance perspective, the form contains the expected detail and explanations for the sale pricing range.

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).

1. Name and Address of Reporting Person^*

POST LEONARD E

(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)
09/30/2025

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	09/30/2025		M		5,000	A	$0.6	5,000	D
Common Stock	09/30/2025		S(1)		5,000	D	$40.09(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)	$0.6	09/30/2025		M			5,000	(3)	07/08/2028	Common Stock	5,000	$0	119,077	D

Explanation of Responses:

1. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 6, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.20, 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 Leonard Post	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did CGON director Leonard Post report on the Form 4?

The Form 4 reports an acquisition of 5,000 shares, a sale of 5,000 shares at a weighted average price of $40.09, and a fully vested option covering 5,000 shares exercisable at $0.60.

Were the sales by Leonard Post part of a 10b5-1 trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 09/06/2024.

How many CGON shares does Leonard Post beneficially own after these transactions?

The filing reports total beneficial ownership of 119,077 shares following the reported transactions.

What is the exercise price and status of the reported option?

The director stock option has an exercise price of $0.60, is fully vested, and covers 5,000 underlying shares.

When were the reported transactions dated?

All reported transactions are dated 09/30/2025.