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

Rhea-AI Filing Summary

Citius Oncology director Joel David Mayersohn received 300,000 restricted shares on 09/19/2025, increasing his direct ownership to 321,228 shares. The restricted shares were granted at no cash price and vest in three substantially equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service to the company or a related entity. The filing also reports existing stock options granted 12/12/2024 with an exercise price of $1.07 covering 250,000 underlying shares; those options vest one-third on each of the first, second and third anniversaries of the grant date and are recorded as 250,000 options held directly.

Positive

• Director alignment through equity: 300,000 restricted shares granted to a director vesting over three years promotes long-term alignment with shareholders.
• Clear vesting terms: Both the restricted shares and the 250,000 options have explicit three-year vesting schedules, providing transparency on when shares/options will become exercisable or owned.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received significant equity award; routine compensation-related transaction with limited immediate financial impact.

The Form 4 shows a 09/19/2025 grant of 300,000 restricted common shares to a director, increasing direct beneficial ownership to 321,228 shares. The awards vest over three years subject to continued service, which aligns executive incentives with shareholder outcomes but does not immediately change cash flows. The filing also discloses 250,000 stock options (exercise price $1.07) granted 12/12/2024 with standard three-year vesting. For valuation or dilution analysis, investors should compare these amounts to the company’s total outstanding shares, which is not provided in this filing.

Corporate Governance Expert

TL;DR: Compensation appears standard for a director; vesting conditions tie awards to continued service.

The disclosure indicates the restricted stock awards and options include time-based vesting (three substantially equal annual installments), a common structure to promote retention. The restricted shares were granted at $0, consistent with compensation awards rather than purchases. The filing is a routine Section 16 disclosure documenting the grant and the director’s post-grant beneficial ownership; no departures from normal governance practices are evident in the text.

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

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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^*

Mayersohn Joel David

(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
	Officer (give title below)		Other (specify below)

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		300,000(1)	A	$0	321,228	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	250,000		250,000	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.

	/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).
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FAQ

What did Joel David Mayersohn acquire according to the CTOR Form 4?

He was granted 300,000 restricted shares on 09/19/2025, increasing his direct ownership to 321,228 shares.

What are the vesting terms for the restricted shares in the CTOR filing?

The restricted shares vest in three substantially equal installments on the first, second and third anniversaries of the 09/19/2025 grant date, subject to continuous service.

What stock options does the reporting person hold for CTOR and what are the terms?

The filing shows 250,000 stock options granted on 12/12/2024 with an exercise price of $1.07, vesting one-third on each of the first three anniversaries.

Was any cash paid for the restricted shares reported in the Form 4?

No cash was paid; the restricted shares are reported with a price of $0 in the transaction record.

Does the Form 4 indicate indirect ownership or special relationships?

The filing reports direct (D) ownership for both the restricted shares and the options; no indirect ownership or special arrangements are disclosed.