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

Rhea-AI Filing Summary

Suren G. Dutia, a director of Citius Oncology, acquired 300,000 restricted shares on 09/19/2025 at no cash price and reports beneficial ownership of 300,000 shares directly following the grant. The Form 4 also discloses two stock option holdings: a $1.07 exercise-price option for 125,000 shares granted 12/12/2024 that vests one-third annually, and a fully vested $2.15 exercise-price option for 150,000 shares. The restricted shares vest in three substantially equal installments on the first, second and third anniversaries of the grant date, subject to continued service.

Positive

• Director alignment: Grant of 300,000 restricted shares aligns the reporting director's economic interest with shareholders over a multi-year vesting schedule.
• Substantial option holdings: The reporting person holds options totaling 275,000 shares at exercise prices of $1.07 and $2.15, potentially incentivizing long-term share-price appreciation.

Negative

• None.

Insights

Securities Analyst

Director received equity compensation: 300,000 restricted shares plus options totaling 275,000 shares.

The filing shows non-cash restricted stock awards of 300,000 shares granted on 09/19/2025 to Director Suren G. Dutia, which vest over three years subject to continuous service. In addition, the reporting person holds options: 125,000 shares under a $1.07 exercise-price option (granted 12/12/2024 with staggered vesting) and 150,000 shares under a $2.15 option that is fully vested. For investors, director grants increase insider alignment with long-term equity value while scheduled vesting imposes service conditions before full ownership.

Corporate Governance Expert

Equity grants follow standard executive/director compensation and include service-conditioned vesting.

The Form 4 indicates compensation-style awards rather than open-market purchases. The restricted stock award includes time-based vesting across three anniversaries, and one option grant also vests over three years while the other is fully vested. These features are consistent with retaining executive talent and aligning incentives; the filing does not disclose any exercise, sale, or secondary transactions.

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^*

Dutia Suren G

(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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FAQ

What did CTOR director Suren G. Dutia receive on 09/19/2025?

The director was granted 300,000 restricted shares on 09/19/2025 at no cash price; these shares vest in three substantially equal annual installments.

How many stock options does Suren G. Dutia report owning for CTOR?

The filing discloses 125,000 options with a $1.07 exercise price (granted 12/12/2024, vesting one-third annually) and 150,000 options with a $2.15 exercise price that are fully vested.

Does the Form 4 show any sales or dispositions by the reporting person?

No. The Form 4 reports only acquisitions and outstanding derivative securities; it does not report any dispositions or sales.

Are the restricted shares immediately vested for CTOR director grants?

No. The 300,000 restricted shares vest in three substantially equal installments on the first, second and third anniversaries of the grant date, subject to continuous service.

Who signed the Form 4 for Suren G. Dutia?

The Form 4 was signed by Alexander M. Donaldson, by Power of Attorney on 09/23/2025.