CG Oncology (NASDAQ: CGON) director sells 1,964 shares after option exercises

Rhea-AI Filing Summary

CG Oncology director James Mulay exercised stock options for 1,964 shares of Common Stock and sold the same number of shares in pre-planned trades. He exercised Director Stock Options for 654 shares at $3.72 and 1,310 shares at $12.59 per share, then sold 654 and 1,310 shares at $63.50 per share in open-market transactions. The sales were made under a Rule 10b5-1 trading plan adopted on June 6, 2025, indicating these trades were scheduled in advance rather than timed discretionarily.

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).

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.

3000 PEGASUS PARK DRIVE, SUITE 1640

(Street)

DALLAS TX 75247

(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)
03/16/2026

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	03/16/2026		M		654	A	$3.72	654	D
Common Stock	03/16/2026		S(1)		654	D	$63.5	0	D
Common Stock	03/16/2026		M		1,310	A	$12.59	1,310	D
Common Stock	03/16/2026		S(1)		1,310	D	$63.5	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)	$3.72	03/16/2026		M			654	(2)	06/13/2033	Common Stock	654	$0	654	D
Director Stock Option (right to buy)	$12.59	03/16/2026		M			1,310	(3)	12/12/2033	Common Stock	1,310	$0	3,930	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 stock option vests in 36 substantially equal monthly installments beginning on July 14, 2023.

3. The stock option vests in 36 substantially equal monthly installments beginning on January 13, 2024.

	/s/ Joshua F. Patterson, Attorney-in-Fact for James J. Mulay	03/17/2026
	** 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) director James Mulay report in this Form 4?

Director James Mulay reported exercising stock options and selling shares of CG Oncology Common Stock. He exercised options for 1,964 shares, then sold all 1,964 shares in open-market transactions on the same date under a Rule 10b5-1 trading plan.

How many CGON shares did James Mulay sell and at what price?

James Mulay sold 1,964 shares of CG Oncology Common Stock. The sales were executed in two blocks of 654 and 1,310 shares, each at a sale price of $63.50 per share, according to the Form 4 transaction details.

What stock options did James Mulay exercise in CG Oncology (CGON)?

He exercised two Director Stock Options covering 654 and 1,310 underlying shares of CG Oncology Common Stock. The respective exercise prices were $3.72 and $12.59 per share, converting these derivative positions into shares that were then sold the same day.

Were James Mulay’s CGON share sales under a Rule 10b5-1 trading plan?

Yes. A footnote states the sales were effected under a Rule 10b5-1 trading plan adopted by James Mulay on June 6, 2025. Such plans pre-schedule trades, suggesting the timing was planned rather than based on short-term market developments.

What does the Form 4 show about net share changes for CGON director Mulay?

The Form 4 transaction summary shows exercises and sales totaling 1,964 shares, resulting in net-sell activity of 1,964 shares. This reflects an exercise-and-sell pattern, where all shares obtained from the reported option exercises were subsequently sold in the market.

What are the vesting terms of James Mulay’s CGON Director Stock Options?

Footnotes explain that one Director Stock Option vests in 36 substantially equal monthly installments beginning July 14, 2023. A second Director Stock Option vests in 36 substantially equal monthly installments beginning January 13, 2024, outlining a gradual vesting schedule over three years.