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

Rhea-AI Filing Summary

Citius Oncology director Carol Webb received equity compensation disclosed on Form 4. On 09/19/2025 she was granted 300,000 restricted shares that vest in three substantially equal installments on the first, second and third anniversaries of the grant, subject to continuous service. The filing also shows two stock option awards: 125,000 options with a $1.07 exercise price (granted 12/12/2024) and 150,000 options with a $2.15 exercise price (granted 07/05/2023). The 125,000 options vest over three years and the 150,000 options are fully vested. Ownership following the reported transactions is 300,000 shares directly beneficially owned.

Positive

• Director received a substantial equity grant of 300,000 restricted shares, indicating alignment with shareholder interests
• Disclosure includes clear vesting schedules (three substantially equal annual installments) for the restricted shares and the 125,000-option tranche
• One option tranche is fully vested (150,000 options at $2.15), providing immediate exercisability for the reporting person

Negative

• Restricted shares are unvested and contingent on continued service, so they are not immediately transferable
• Options carry exercise prices ($1.07 and $2.15), meaning cash would be required to convert options into shares
• Form 4 shows insider compensation activity but does not disclose any performance conditions beyond continuous service

Insights

Corporate Governance Expert

TL;DR: Director equity grants align long-term incentives but are largely subject to vesting conditions.

The Form 4 discloses a 300,000 restricted stock award for Director Carol Webb with three-year vesting, plus two option grants (125,000 at $1.07 exercisable per a three-year vesting schedule and 150,000 at $2.15 fully vested). These are standard compensation mechanisms that tie retention and performance to future service. The disclosure is clear on vesting triggers and exercise prices, which helps assess timing of potential share issuance and executive alignment without revealing performance-based conditions beyond continuous service.

Compensation Analyst

TL;DR: The awards increase the director's equity stake over time; one option tranche is already exercisable.

The mix of restricted stock and stock options is a common structure to balance immediate equity ownership potential with longer-term incentive through vesting. The 150,000 options are 100% vested, while the restricted shares and the 125,000-option tranche remain subject to multi-year vesting tied to continuous service, which phases potential dilution and aligns retention. Exercise prices are disclosed at $1.07 and $2.15, indicating the cash required to exercise those options if the holder chooses to do so.

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^*

Webb Carol

(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).
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FAQ

What equity did Carol Webb acquire according to the CTOR Form 4?

The filing reports a grant of 300,000 restricted shares on 09/19/2025 and two option awards: 125,000 options at $1.07 and 150,000 options at $2.15.

When do the restricted shares granted to Carol Webb vest?

The 300,000 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.

Are any of Carol Webb's stock options exercisable now?

Yes. The filing states that the 150,000 options at $2.15 are 100% vested. The 125,000 options at $1.07 vest over three years.

How many shares does Carol Webb beneficially own after the reported transactions?

Following the reported transactions the Form 4 lists 300,000 shares as beneficially owned by the reporting person.

What are the exercise prices for the disclosed options in the Form 4?

The disclosed exercise prices are $1.07 for 125,000 options and $2.15 for 150,000 options.