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

Rhea-AI Filing Summary

Robert Joseph Smith, a director of Citius Oncology, Inc. (CTOR), reported equity awards and option holdings on Form 4. The filing shows a grant of 300,000 restricted shares on 09/19/2025 that vest in three substantially equal annual installments subject to continued service. The report also discloses ownership of 125,000 stock options granted 12/12/2024 with an exercise price of $1.07, exercisable in thirds on each anniversary and expiring 12/12/2034. After the reported restricted-stock grant, the filing lists 300,000 shares beneficially owned directly by the reporting person.

Positive

• 300,000 restricted stock awards granted to the reporting director on 09/19/2025, aligning interests with shareholders
• 125,000 stock options held with a clear exercise price of $1.07 and defined vesting and expiration dates

Negative

• Restricted shares are unvested and subject to three annual vesting installments, limiting immediate transferability
• Options vest over three years and expire 12/12/2034, so economic benefit depends on future share price performance

Insights

Corporate Governance Expert

TL;DR: Director compensation included time‑based restricted shares and options, aligning long‑term incentives with shareholder retention.

The Form 4 documents a standard director equity award structure: 300,000 restricted shares granted 09/19/2025 vesting over three years and 125,000 options with a $1.07 exercise price granted 12/12/2024 vesting over three years and expiring 12/12/2034. These awards are time‑based and conditioned on continuous service, which is typical for aligning director incentives with company performance and retention. The filing is routine, disclosing direct beneficial ownership and vesting terms without indicating accelerated vesting, transfers, or sales.

Securities Analyst

TL;DR: Material insider grant disclosed; no disposal or sale reported, only time‑based compensation grants and existing option position.

The disclosure shows no sales or dispositions; instead it reports an acquisition (restricted stock award) and an existing option position. The documented amounts (300,000 restricted shares; 125,000 options at $1.07) are clear and include vesting/exercise mechanics. From a reporting perspective, this Form 4 provides transparent timing and quantities that investors can use to model potential future dilution as awards vest or options are exercised, though the filing itself contains no forward projections or cash proceeds.

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^*

Smith Robert Joseph

(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

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did CTOR director Robert Joseph Smith acquire on 09/19/2025?

The filing reports a grant of 300,000 restricted shares 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 and at what price?

The Form 4 shows 125,000 stock options with an exercise price of $1.07, granted 12/12/2024, vesting one‑third each year and expiring 12/12/2034.

Did the Form 4 report any sales or dispositions by the reporting person?

No. The filing reports an acquisition of restricted shares and existing options; it does not show any dispositions or sales.

Are the restricted shares immediately available to the director?

No. The restricted shares vest in three equal annual installments, so they are subject to continued service requirements and are not all immediately transferable.

What is the reporting person's relationship to CTOR?

The Form 4 identifies Robert Joseph Smith as a Director of Citius Oncology, Inc.