RTW Investments reports 9.7% stake in CG Oncology

RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of 8,514,590 shares of CG Oncology, Inc. common stock, representing 9.7% of the class.

Rhea-AI Filing Summary

RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of 8,514,590 shares of CG Oncology, Inc. common stock, representing 9.7% of the class. These shares are held by certain RTW-managed funds, with RTW Investments and Dr. Wong sharing voting and dispositive power and no sole power over the shares.

The ownership percentage is based on 88,202,473 CG Oncology shares outstanding as of May 6, 2026, as reported in the company’s Form 10-Q. The RTW funds have the right to receive dividends and sale proceeds for the reported shares.

Key Figures

Shares beneficially owned: 8,514,590 Shares Ownership percentage: 9.7% Shares outstanding: 88,202,473 Shares +2 more

5 metrics

Shares beneficially owned 8,514,590 Shares Common stock of CG Oncology, Inc. reported by RTW Investments and Roderick Wong

Ownership percentage 9.7% Percent of CG Oncology common stock class beneficially owned by each reporting person

Shares outstanding 88,202,473 Shares CG Oncology shares outstanding as of May 6, 2026, from Form 10-Q

Shared voting power 8,514,590 Shares Shares over which the reporting persons have shared power to vote or direct the vote

Shared dispositive power 8,514,590 Shares Shares over which the reporting persons have shared power to dispose or direct disposition

Key Terms

beneficial owner, shared voting power, dispositive power, percent of class, +1 more

5 terms

beneficial owner regulatory

"the beneficial owner of the Shares reported herein"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power regulatory

"Shared Voting Power 8,514,590.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power regulatory

"Shared Dispositive Power 8,514,590.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

percent of class financial

"The percentages set forth in Row 11 of the cover pages"

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.

investment adviser financial

"the investment adviser to certain funds (the "RTW Funds")"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in CGON does RTW Investments report in this Schedule 13G/A?

RTW Investments and Roderick Wong report beneficial ownership of 8,514,590 CG Oncology shares, or 9.7% of the company’s common stock. The stake is held through RTW-managed funds, which receive dividends and proceeds from any share sales.

How many CGON shares are outstanding for calculating RTW’s 9.7% ownership?

The 9.7% ownership is calculated using 88,202,473 CG Oncology common shares outstanding as of May 6, 2026. This share count comes from CG Oncology’s Form 10-Q and is used solely as the denominator for the percentage calculation.

Does RTW Investments have sole or shared voting power over CGON shares?

RTW Investments and Roderick Wong report 0 shares with sole voting power and 8,514,590 shares with shared voting power. This means voting decisions are shared for all reported shares rather than controlled individually by either reporting person.

Who receives dividends and sale proceeds from RTW’s CGON holdings?

The RTW Funds have the right to receive dividends and proceeds from any sale of the 8,514,590 CG Oncology shares. RTW Investments acts as investment adviser, and the filing clarifies that beneficial ownership is reported without admitting such status under Section 13.

What is Roderick Wong’s role in relation to CGON shares reported on this 13G/A?

Roderick Wong, M.D. is the Managing Partner and Chief Investment Officer of RTW Investments and is a reporting person for the same 8,514,590 CG Oncology shares. He shares voting and dispositive power over these shares but has no sole power reported.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 07:58 AM Accepted by SEC EDGAR 08/14/2026 - 07:58 AM Learn about SEC filing dates

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, $0.0001 par value

(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

RTW Investments, 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 0.00
6	Shared Voting Power 8,514,590.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,514,590.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,514,590.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 156944100

1

Names of Reporting Persons

Roderick Wong

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 0.00
6	Shared Voting Power 8,514,590.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,514,590.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,514,590.00

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)

9.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

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 statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.0001 per share (the "Shares") of CG Oncology, Inc. (the "Company") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)	Citizenship: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(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: The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 88,202,473 Shares outstanding as of May 6, 2026 as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
(b)	Percent of class: RTW Investments: 9.7% Dr. Wong: 9.7%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: RTW Investments: 0 Dr. Wong: 0
	(ii) Shared power to vote or to direct the vote: RTW Investments: 8,514,590 Shares Dr. Wong: 8,514,590 Shares
	(iii) Sole power to dispose or to direct the disposition of: RTW Investments: 0 Dr. Wong: 0
	(iv) Shared power to dispose or to direct the disposition of: RTW Investments: 8,514,590 Shares Dr. Wong: 8,514,590 Shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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. See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
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 acquired and are held in the ordinary course of business and 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.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	08/14/2026

Roderick Wong

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	08/14/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2026).