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

Rhea-AI Filing Summary

Leonard L. Mazur, Chief Executive Officer and Director of Citius Oncology, Inc. (CTOR), received equity awards on 09/19/2025 that materially change his beneficial ownership. The Form 4 reports a grant of 1,700,000 restricted shares that vest in three substantially equal installments on the first, second and third anniversaries of the grant date, subject to continued service. The filing also shows outstanding stock options: 800,000 options with a $1.07 exercise price and 3,700,000 options with a $2.15 exercise price, each with multi-year vesting schedules. These awards reflect compensation through equity with time-based vesting conditions tied to continued service.

Positive

• Alignment of interests: Time-based vesting on restricted shares and options ties CEO compensation to continued service and long-term company performance.
• Transparency: Filing discloses specific grant sizes, exercise prices ($1.07 and $2.15) and vesting schedules, enabling investor assessment.

Negative

• Potential dilution: The awards represent 6,200,000 shares when combining restricted stock and underlying options, which could be dilutive if fully vested and exercised.
• Large concentrated grant: A single reporting person received a substantial allocation that may materially affect share overhang depending on company size and outstanding shares.

Insights

Corporate Governance Expert

TL;DR: Significant CEO equity awards increase management alignment but raise questions about dilution and governance oversight.

The reported restricted stock award of 1,700,000 shares and existing options totaling 4,500,000 underlying shares represent a sizable equity allocation to the CEO. Time-based vesting aligns the CEO with long-term company performance by tying realization to continued service. From a governance perspective, the size and terms of awards warrant disclosure on how compensation was approved and whether independent directors evaluated dilution impact and shareholder interests.

Securities Analyst

TL;DR: Large equity grants to the CEO materially affect potential share overhang and could impact future per-share metrics.

The Form 4 documents a total of 6,200,000 shares attributable to the reporting person when combining restricted shares and options underlying common stock. Vesting schedules spread potential dilution over three years, which staggers the impact but still creates a meaningful pool of shares that could convert to outstanding common stock if vested and exercised. Investors should note the exercise prices of $1.07 and $2.15 for the options when modeling potential proceeds and dilution scenarios.

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
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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).

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^*

Mazur Leonard L

(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)
	Chief Executive Officer

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		1,700,000(1)	A	$0	1,700,000	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
Stock Option (Right to Buy)	$1.07							(2)	12/12/2034	Common Stock	800,000		800,000	D
Stock Option (Right to Buy)	$2.15							(3)	07/05/2033	Common Stock	3,700,000		3,700,000	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. 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.

3. 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 CTOR CEO Leonard Mazur receive on 09/19/2025?

He received 1,700,000 restricted shares granted on 09/19/2025 that vest in three substantially equal annual installments subject to continued service.

How many stock options does the reporting person hold according to the Form 4 for CTOR?

The Form 4 reports 800,000 options3,700,000 options with a $2.15 exercise price, all held directly.

What are the exercise prices and expiration characteristics of the reported options for CTOR?

The reported options have exercise prices of $1.07 and $2.15; the $1.07 options reference a grant date of 12/12/2024 and the $2.15 options reference a grant date of 07/05/2023 with multi-year vesting schedules.

Do the restricted shares and options have vesting conditions?

Yes. The 1,700,000 restricted shares vest in three substantially equal installments on the first three anniversaries. The options vest over multi-year schedules described in the filing and are subject to continued service.

What roles does the reporting person hold at CTOR?

The reporting person is listed as Director and Chief Executive Officer of Citius Oncology, Inc.