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

Rhea-AI Filing Summary

Reporting person: Dennis M. McGrath, Director of Citius Oncology, Inc. (CTOR). Transaction: On 09/19/2025 Mr. McGrath was granted 300,000 restricted common shares at $0, which vest in three substantially equal installments on the first, second and third anniversaries of the grant date, subject to continued service. He also holds two previously reported option grants: a $1.07 exercise-price option for 125,000 shares (granted 12/12/2024; vests one-third each year over three years) and a $2.15 exercise-price option for 150,000 shares (100% vested). Following the 09/19/2025 award, Mr. McGrath beneficially owns 300,000 shares directly plus the options described above. The Form 4 was signed by power of attorney on 09/23/2025.

Insights

Corporate Governance Expert

TL;DR Director received equity compensation aligning interests with shareholders; vesting tied to continued service.

The grant of 300,000 restricted shares to a director is a material director-level equity award that drives long-term alignment through time-based vesting. The award vests in three substantially equal annual installments, which is standard for retention-focused compensation. Combined with outstanding options (125,000 at $1.07 and 150,000 at $2.15), the director has both immediate in-the-money/near-term economic interest and longer-term vested equity exposure. This structure signals typical governance practice to retain and incentivize key board-level contributors without immediate dilution from open-market issuance since the restricted shares are subject to forfeiture until vesting.

Securities Analyst

TL;DR Equity issuance increases potential share count; economics depend on vesting and option exercise behavior.

The Form 4 discloses a 09/19/2025 restricted stock award of 300,000 shares at $0 and two option grants totaling 275,000 underlying shares. One option series is exercisable at $1.07 for 125,000 shares (time-vesting from 12/12/2024) and the other at $2.15 for 150,000 shares (fully vested). For investors, the important metrics are the fixed share counts and exercise prices disclosed here; the immediate reported beneficial ownership post-transaction is 300,000 direct shares plus the documented options. The filing does not provide company-wide share count or percentage ownership, so precise dilution impact cannot be calculated from this Form 4 alone.

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

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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^*

MCGRATH DENNIS M

(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.
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