[Form 4] CITIUS ONCOLOGY, INC. Insider Trading Activity

Rhea-AI Filing Summary

Myron Z. Holubiak, a director and the company secretary of Citius Oncology, Inc. (CTOR), reported equity awards and option holdings. On 09/19/2025 he received 850,000 restricted shares that vest in three substantially equal installments on the first, second and third anniversaries of the grant, subject to continued service. The filing also reports 100,000 restricted shares granted the same day to his daughter, for which he disclaims beneficial ownership. Previously granted options include 300,000 options (exercise price $1.07) held directly and 50,000 options held indirectly by his daughter, both from a 12/12/2024 grant with 3-year vesting, plus 1,500,000 options (exercise price $2.15) from a 07/05/2023 grant that vest over three years.

Positive

• 850,000 restricted shares granted to the reporting person on 09/19/2025 as disclosed
• Vesting schedules require continued service and are structured as three substantially equal annual installments
• Previous option grants (1,500,000 at $2.15 and 300,000 at $1.07) are disclosed with clear vesting terms

Negative

• 100,000 restricted shares were granted to the reporting person’s daughter (disclaimer of beneficial ownership is noted)
• All awards are subject to multi‑year vesting, delaying full ownership and liquidity for the reporting person and related parties

Insights

Financial Analyst

TL;DR: Insider received large time‑vested equity grants, increasing direct holdings and aligning pay with multi‑year service.

The Form 4 documents material equity compensation for a director/secretary, including 850,000 restricted shares granted 09/19/2025 with three‑year vesting and stock options from 2023 and 2024 grants. These awards increase the reporting person’s direct long‑term exposure to CTOR equity and defer full ownership until vesting conditions are met, which is relevant for cap table and dilution analysis. The filing notes related‑party awards to the reporting person’s daughter where beneficial ownership is disclaimed, which is typical but should be tracked for potential indirect holdings.

Corporate Governance Expert

TL;DR: Grants follow standard service‑based vesting; disclosure shows direct and disclaimed indirect holdings by a family member.

The reported awards use customary multi‑year vesting schedules tying retention to ongoing service, which is a conventional governance practice for executive/director compensation. The Form 4 properly discloses the indirect awards to the reporting person’s daughter and the disclaimer of beneficial ownership. For stakeholders, the key governance points are the sizes of the grants, the explicit vesting terms, and the presence of family‑held awards disclosed on the filing.

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
Estimated average burden
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).

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^*

HOLUBIAK MYRON Z

(Last) (First) (Middle)

C/O CITIUS ONCOLOGY, INC.

11 COMMERCE DRIVE, 1ST FLOOR

(Street)

CRANFORD NJ 07016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIUS ONCOLOGY, INC. [ CTOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		A		850,000(1)	A	$0	850,000	D
Common Stock	09/19/2025		A		100,000	A	$0	100,000	I	See footnote(2)

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
Stock Option (Right to Buy)	$1.07							(3)	12/12/2034	Common Stock	300,000		300,000	D
Stock Option (Right to Buy)	$1.07							(3)	12/12/2034	Common Stock	50,000		50,000	I	See footnote(4)
Stock Option (Right to Buy)	$2.15							(5)	07/05/2033	Common Stock	1,500,000		1,500,000	D

Explanation of Responses:

1. Represents restricted stock awards granted on September 19, 2025. The shares will vest in three substantially equal installments on the first, second and third anniversaries of the grant date, subject to the Reporting Person's Continuous Service to Citius Oncology, Inc. (the "Company") or a Related Entity (as defined in the award agreement) as of the applicable vesting date.

2. Represents restricted stock awards granted on September 19, 2025 to the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership in these shares.

3. These options were granted on December 12, 2024. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the grant date, subject to the Reporting Person's Continuous Service to the Company or a Related Entity (as defined in the award agreement) as of the applicable vesting date.

4. These options are held by the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership in these shares.

5. These options vest over three years, beginning July 5, 2023, with 1/36th every month for the first year, and the 1/3 each on the second and third anniversary of the July 5, 2023, subject to the Reporting Person's Continuous Service to the Company or a Related Entity (as defined in the award agreement) as of the applicable vesting date.

	/s/ Alexander M. Donaldson, by Power of Attorney	09/23/2025
	** 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 equity did Myron Z. Holubiak acquire on Form 4 for CTOR?

The filing shows 850,000 restricted shares granted to Mr. Holubiak on 09/19/2025 and 100,000 restricted shares granted the same day to his daughter (he disclaims beneficial ownership for those).

What are the vesting terms for the 09/19/2025 restricted stock awards?

The 850,000 restricted shares vest in three substantially equal installments on the first, second and third anniversaries of the grant, subject to continued service.

What options does the Form 4 disclose for the reporting person?

The filing discloses 300,000 options exercisable at $1.07 (granted 12/12/2024), 50,000 options at $1.07 held indirectly by his daughter, and 1,500,000 options at $2.15 from a 07/05/2023 grant.

Does the reporting person claim beneficial ownership of family‑held awards?

No. The filing explicitly states the reporting person disclaims beneficial ownership of the awards held by his daughter.

When were the previously granted options originally dated and what are their vesting patterns?

The $1.07 options were granted on 12/12/2024 and vest one‑third on each anniversary over three years. The $2.15 options granted 07/05/2023 vest over three years with monthly vesting in the first year and one‑third on each of the second and third anniversaries.