SCHEDULE: Seven Fleet Boosts CG Oncology Stake to 1.9%

Seven Fleet Partners LP, Seven Fleet Advisors LLC, and Dr. Brian Liu have collectively reported a 1.9% beneficial ownership stake in CG Oncology, Inc., citing an attractive investment opportunity.

Summary

• Seven Fleet Partners LP, Seven Fleet Advisors LLC, and Dr. Brian Liu (collectively, "Reporting Persons") have filed a Schedule 13D for CG Oncology, Inc.
• The Reporting Persons beneficially own an aggregate of 1,515,151 shares of CG Oncology Common Stock.
• This represents approximately 1.9% of the Issuer's outstanding Common Stock, based on 77,762,732 shares outstanding as of August 6, 2025, plus shares purchased on September 11, 2025.
• Seven Fleet Partners purchased 1,515,151 shares on September 11, 2025, at a purchase price of $33.00 per share, totaling approximately $49,999,983, excluding commissions, as part of the Issuer's at-the-market offering.
• The shares were acquired with working capital, which may include margin loans.
• The Reporting Persons believe the shares were undervalued and represented an attractive investment opportunity at the time of purchase.
• Dr. Brian Liu, a director of CG Oncology, holds 25,668 shares with sole voting and dispositive power, which includes vested and unvested options.
• The Reporting Persons may increase or decrease their position, engage with management and the Board, discuss with stockholders or third parties, and propose changes to capital allocation, capitalization, ownership structure, or operations.
• A Joint Filing Agreement was entered into on September 18, 2025, by the Reporting Persons.
• Longitude Capital Management Co. LLC and its affiliates may be deemed beneficial owners of 4,662,268 shares (6.0%), but the Reporting Persons disclaim group membership and beneficial ownership over these shares.

Sentiment

Score: 7

Explanation: The filing indicates a significant investment by an institutional group and a director, based on a belief of undervaluation and attractive opportunity. This suggests a positive view on the company's prospects, although the stated intent to potentially influence corporate strategy introduces some uncertainty.

Positives

• The Reporting Persons believe CG Oncology shares were undervalued and represented an attractive investment opportunity, signaling confidence in the company's prospects.
• The acquisition of a significant stake by an institutional investment group, which includes a company director, suggests a strong belief in the company's potential.

Risks

• The Reporting Persons may endeavor to increase or decrease their position in the Issuer, which could lead to increased share price volatility.
• Future actions by the Reporting Persons could include proposals for changes to capital allocation strategy, capitalization, ownership structure (including a sale of the Issuer), Board structure (including Board composition), or operations of the Issuer, which could be disruptive.
• The Reporting Persons may engage in short selling or hedging transactions with respect to the shares, which could exert downward pressure on the stock price.

Future Outlook

The Reporting Persons intend to review their investment in CG Oncology on a continuing basis and may take various actions, including increasing or decreasing their position, engaging with management and the Board, discussing with other stockholders or third parties, and proposing changes to the company's capital allocation, capitalization, ownership structure, Board composition, or operations, including a potential sale of the Issuer.

Management Comments

• "The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity."

Industry Context

This filing indicates an institutional investor's increased interest in CG Oncology, a biotechnology company. Such filings often signal a belief in the company's long-term potential or a perceived undervaluation, which can attract further investor attention within the biotech sector, especially for companies with promising pipelines or strategic assets.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased share price volatility due to Reporting Persons' stated intent to buy/sell shares. Potential for strategic changes (e.g., capital allocation, ownership structure, sale of Issuer) if Reporting Persons engage in activism, which could significantly impact shareholder value.
• Management/Board: Increased scrutiny and potential pressure from a significant shareholder group regarding corporate strategy and governance.
• Employees: Potential impact from strategic changes or a sale of the Issuer, though not directly addressed in the filing.

Next Steps

• Reporting Persons will review their investment in CG Oncology on a continuing basis.
• Reporting Persons may increase or decrease their position in the Issuer.
• Reporting Persons may engage in communications with management and the Board.
• Reporting Persons may engage in discussions with stockholders or third parties, including potential acquirers and service providers.
• Reporting Persons may make proposals concerning changes to capital allocation strategy, capitalization, ownership structure (including a sale of the Issuer), Board structure, or operations.
• Reporting Persons may purchase additional shares, sell shares, or engage in short selling/hedging.

Key Dates

Recommendation

The filing indicates a significant institutional investment in CG Oncology based on a belief of undervaluation, which is generally positive. However, the Reporting Persons' stated intent to potentially engage in activist actions, including proposing changes to capital allocation, ownership structure, or even a sale of the Issuer, introduces a degree of uncertainty and potential volatility. While the investment signals confidence, the future direction and impact of these potential actions are unclear, warranting a 'hold' position to observe developments rather than an immediate 'buy' or 'sell'.

Keywords

CG Oncology, Seven Fleet Partners, Schedule 13D, Institutional Ownership, Biotechnology Investment, Shareholder Activism, Brian Liu, Common Stock, Investment Opportunity