CG Oncology, Inc. has updated institutional ownership disclosures, showing several Foresite Capital funds and James B. Tananbaum as beneficial owners of its common stock. Based on 88,640,375 shares outstanding as of August 4, 2026, the reported positions each represent under 5% of the company.
Foresite Capital Fund V, L.P. and its manager report 1,079,050 shares (1.2%), Foresite Capital Opportunity Fund V, L.P. 857,550 shares (1.0%), and Foresite Capital Fund VI 2,369,574 shares (2.7%). James B. Tananbaum may be deemed to beneficially own 4,306,174 shares, or 4.9%.
Positive
None.
Negative
None.
Key Figures
Shares outstanding:88,640,375 sharesForesite Capital Fund V holdings:1,079,050 shares (1.2%)Foresite Capital Opportunity Fund V holdings:857,550 shares (1.0%)+2 more
5 metrics
Shares outstanding88,640,375 sharesCommon Stock outstanding as of August 4, 2026
Foresite Capital Fund V holdings1,079,050 shares (1.2%)Beneficial ownership of CG Oncology common stock
Foresite Capital Opportunity Fund V holdings857,550 shares (1.0%)Beneficial ownership of CG Oncology common stock
Foresite Capital Fund VI holdings2,369,574 shares (2.7%)Beneficial ownership of CG Oncology common stock
James B. Tananbaum beneficial stake4,306,174 shares (4.9%)Aggregated beneficial ownership through Foresite-related funds
Key Terms
beneficially owned, sole voting power, sole dispositive power, Agreement of Joint Filing, +1 more
5 terms
beneficially ownedfinancial
"Amount beneficially owned: See Row 9 of cover page for each Reporting Person."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole voting powerfinancial
"Sole Voting Power 1,079,050.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive powerfinancial
"Sole Dispositive Power 2,369,574.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Agreement of Joint Filingregulatory
"Exhibit A Agreement of Joint Filing The undersigned hereby agree"
percent of classfinancial
"Percent of class: See Row 11 of cover page for each Reporting Person."
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
FAQ
What ownership stakes in CGON does Foresite Capital Fund V report?
Foresite Capital Fund V, L.P. reports beneficial ownership of 1,079,050 CG Oncology shares, representing 1.2% of the common stock. These shares are reported with sole voting and dispositive power, subject to control by its general partner and managing member.
How many CGON shares does Foresite Capital Opportunity Fund V hold?
Foresite Capital Opportunity Fund V, L.P. reports beneficial ownership of 857,550 CG Oncology shares, or 1.0% of the company. The filing states sole voting and dispositive power, through its general partner and managing member James B. Tananbaum.
What is Foresite Capital Fund VI’s ownership percentage in CGON?
Foresite Capital Fund VI reports beneficial ownership of 2,369,574 CG Oncology shares, equal to 2.7% of the outstanding common stock. These shares are directly owned by the fund, with sole voting and dispositive power attributed through its general partner entity.
How many CGON shares does James B. Tananbaum beneficially own?
James B. Tananbaum is reported to beneficially own 4,306,174 CG Oncology shares, representing 4.9% of the class. This total comprises shares held by Foresite Capital Fund V, Opportunity Fund V, and Fund VI, through entities he manages.
What is the total number of CGON shares outstanding used in this filing?
Ownership percentages are calculated using 88,640,375 CG Oncology common shares outstanding as of August 4, 2026. This share count comes from the company’s Quarterly Report on Form 10-Q filed on August 6, 2026, and serves as the basis for all reported percentages.
Do the Foresite Capital entities each own more than 5% of CGON?
No Foresite Capital entity individually reports more than 4.9% of CG Oncology’s common stock. Each listed fund or management entity reports a stake of 2.7% or less, and the filing indicates ownership of five percent or less of the class.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CG Oncology, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
156944100
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
156944100
1
Names of Reporting Persons
Foresite Capital Fund V, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,079,050.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,079,050.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,079,050.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Note to Row 5: 1,079,050 shares, except that Foresite Capital Management V, LLC ("FCM V"), the general partner of Foresite Capital Fund V, L.P. ("FCF V"), may be deemed to have sole power to vote these shares, and James B.Tananbaum ("Tananbaum"), the managing member of FCM V, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 1,079,050 shares, except that FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 88,640,375 shares of Common Stock outstanding of CG Oncology, Inc. (the "Issuer") as of August 4, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
SCHEDULE 13G
CUSIP Number(s):
156944100
1
Names of Reporting Persons
Foresite Capital Management V, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,079,050.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,079,050.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,079,050.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Note to Row 5: 1,079,050 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 1,079,050 shares, all of which are directly owned by FCF V. FCM V, the general partner of FCF V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 88,640,375 shares of Common Stock outstanding of the Issuer as of August 4, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
SCHEDULE 13G
CUSIP Number(s):
156944100
1
Names of Reporting Persons
Foresite Capital Opportunity Fund V, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
857,550.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
857,550.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
857,550.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Note to Row 5: 857,550 shares, except that Foresite Capital Opportunity Management V, LLC ("FCM Opp V"), the general partner of Foresite Capital Opportunity Fund V, L.P. ("FCF Opp V"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 857,550 shares, except that FCM Opp V, the general partner of FCF Opp V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 88,640,375 shares of Common Stock outstanding of the Issuer as of August 4, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
SCHEDULE 13G
CUSIP Number(s):
156944100
1
Names of Reporting Persons
Foresite Capital Opportunity Management V, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
857,550.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
857,550.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
857,550.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Note to Row 5: 857,550 shares, all of which are directly owned by FCF Opp V. FCM Opp V, the general partner of FCF Opp V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 857,550 shares, all of which are directly owned by FCF Opp V. FCM Opp V, the general partner of FCF Opp V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 88,640,375 shares of Common Stock outstanding of the Issuer as of August 4, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
SCHEDULE 13G
CUSIP Number(s):
156944100
1
Names of Reporting Persons
Foresite Capital Fund VI LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,369,574.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,369,574.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,369,574.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Note to Row 5: 2,369,574 shares, except that Foresite Capital Management VI LLC ("FCM VI"), the general partner of Foresite Capital Fund VI LP ("FCF VI"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 2,369,574 shares, except that FCM VI, the general partner of FCF VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 88,640,375 shares of Common Stock outstanding of the Issuer as of August 4, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
SCHEDULE 13G
CUSIP Number(s):
156944100
1
Names of Reporting Persons
Foresite Capital Management VI LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,369,574.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,369,574.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,369,574.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Note to Row 5: 2,369,574 shares, all of which are directly owned by FCF VI. FCM VI, the general partner of FCF VI, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 2,369,574 shares, all of which are directly owned by FCF VI. FCM VI, the general partner of FCF VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 88,640,375 shares of Common Stock outstanding of the Issuer as of August 4, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
SCHEDULE 13G
CUSIP Number(s):
156944100
1
Names of Reporting Persons
James B. Tananbaum
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,306,174.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,306,174.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,306,174.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Note to Row 5: 4,306,174 shares, of which 1,079,050 shares are directly owned by FCF V, 857,550 shares are directly owned by FCF Opp V and 2,369,574 shares are directly owned by FCF VI. Tananbaum is the managing member of each of FCM V, which is the general partner of FCF V, FCM Opp V, which is the general partner of FCF Opp V, and FCM VI, which is the general partner of FCF VI. Tananbaum may be deemed to have sole power to vote these shares.
Note to Row 6: See response to Row 5.
Note to Row 7: 4,306,174 shares, of which 1,079,050 shares are directly owned by FCF V, 857,550 shares are directly owned by FCF Opp V and 2,369,574 shares are directly owned by FCF VI. Tananbaum is the managing member of each of FCM V, which is the general partner of FCF V, FCM Opp V, which is the general partner of FCF Opp V, and FCM VI, which is the general partner of FCF VI. Tananbaum may be deemed to have sole power to dispose of these shares.
Note to Row 8: See response to Row 7.
Note to Row 11: This percentage is calculated based upon 88,640,375 shares of Common Stock outstanding of the Issuer as of August 4, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CG Oncology, Inc.
(b)
Address of issuer's principal executive offices:
3000 Pegasus Park Drive, Suite 1640, Dallas, TX 75247
Item 2.
(a)
Name of person filing:
This Schedule is filed by Foresite Capital Fund V, L.P., a Delaware limited partnership, Foresite Capital Management V, LLC, a Delaware limited liability company, Foresite Capital Opportunity Fund V, L.P., a Delaware limited partnership, Foresite Capital Opportunity Management V, LLC, a Delaware limited liability company, Foresite Capital Fund VI LP, a Delaware limited partnership, Foresite Capital Management VI LLC, a Delaware limited liability company and James B. Tananbaum. The foregoing entities and individuals are collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
c/o Foresite Capital Management
9200 Sunset Boulevard, Suite PH1
West Hollywood, CA 90069
(c)
Citizenship:
See Row 4 of cover page for each Reporting Person.
(d)
Title of class of securities:
Common Stock, par value $0.0001
(e)
CUSIP No.:
156944100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
(b)
Percent of class:
See Row 11 of cover page for each Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of FCF V, FCF Opp V and FCF VI and the limited liability company agreements of FCM V, FCM Opp V and FCM VI, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Foresite Capital Fund V, L.P.
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum, Managing Member of the General Partner
Date:
08/14/2026
Foresite Capital Management V, LLC
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum, Managing Member
Date:
08/14/2026
Foresite Capital Opportunity Fund V, L.P.
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum, Managing Member of the General Partner
Date:
08/14/2026
Foresite Capital Opportunity Management V, LLC
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum, Managing Member
Date:
08/14/2026
Foresite Capital Fund VI LP
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum, Managing Member of the General Partner
Date:
08/14/2026
Foresite Capital Management VI LLC
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum, Managing Member
Date:
08/14/2026
James B. Tananbaum
Signature:
/s/ James B. Tananbaum
Name/Title:
James B. Tananbaum
Date:
08/14/2026
Exhibit Information
Exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.
