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

Rhea-AI Filing Summary

Citius Oncology director Eugene Myron Holuka acquired 300,000 restricted shares on 09/19/2025 and holds outstanding stock options totaling 275,000 shares. The restricted stock award was granted at no cash price and will vest in three substantially equal annual installments beginning one year after grant, subject to continued service. The reporting person also holds a $1.07 strike option for 125,000 shares (granted 12/12/2024, vesting 1/3 annually) and a fully vested $2.15 strike option for 150,000 shares. Following the reported transactions, the reporting person beneficially owns 300,000 shares and options on 275,000 shares directly.

Positive

• Significant insider acquisition: 300,000 restricted shares granted to a director, indicating management/board alignment with shareholders
• Substantial equity stake under option: Reporting person holds options on 275,000 shares, including a fully vested 150,000-share tranche

Negative

• Time-based vesting limits immediate ownership: Restricted shares vest in three annual installments subject to continued service
• Potential future dilution: Options exercisable over time represent additional shares that may dilute existing holders when exercised

Insights

Securities Analyst

TL;DR: Director acquired 300,000 restricted shares and holds 275,000 option rights, enhancing insider alignment while subject to multi-year vesting.

This Form 4 shows a material equity grant to a board director: 300,000 restricted shares granted at $0 that vest over three years, plus existing option positions totaling 275,000 underlying shares with exercise prices of $1.07 and $2.15. For investors, the grant signals board-level alignment with shareholder outcomes, but the economic interest is staggered by time-based vesting and continued service conditions. The mix of vested and time-vested options affects near-term exercisability and potential dilution timing; the fully vested 150,000-option tranche is immediately exercisable at $2.15 while the remaining options have time-based vesting schedules.

Corporate Governance Expert

TL;DR: A standard director equity compensation package that aligns interests but ties value realization to continued service and future vesting dates.

The filing documents routine, time-based compensation: restricted stock awarded and long-dated options with defined vesting. Such grants are common for non-employee directors to promote retention and alignment. The restricted shares vest in three substantially equal installments, and one option series remains subject to 1/3 annual vesting, while another series is fully vested. From a governance perspective, the structure balances incentive and retention objectives without disclosing any accelerated vesting or special terms in this 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
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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^*

Holuka Eugene Myron

(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	300,000	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	125,000		125,000	D
Stock Option (Right to Buy)	$2.15							(3)	07/05/2033	Common Stock	150,000		150,000	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 are 100% vested.

	/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 did CTOR director Eugene Myron Holuka acquire on 09/19/2025?

He was granted 300,000 restricted shares, issued at $0, which vest in three substantially equal installments over three years subject to continued service.

How many stock options does the reporting person hold and at what strike prices?

He holds options on 275,000 shares: 125,000-options with a $1.07 exercise price and 150,000-options with a $2.15 exercise price.

Are any of the options immediately exercisable?

Yes. The 150,000-option tranche at a $2.15 strike is described as 100% vested and therefore immediately exercisable.

How will the restricted shares vest?

The 300,000 restricted shares vest in three substantially equal installments on each of the first, second and third anniversaries of the grant date, subject to continuous service.

Does the Form 4 indicate indirect ownership or additional special arrangements?

No. All reported holdings and transactions are shown as direct ownership; no indirect beneficial ownership or special arrangements are disclosed in this filing.