SCHEDULE 13G/A: TCG Crossover Entities Report Reduced Stake in CG Oncology, Now Below 5%

TCG Crossover Fund I, L.P., its general partner TCG Crossover GP I, LLC, and Chen Yu have filed an amended Schedule 13G, disclosing their beneficial ownership in CG Oncology, Inc. has decreased to 4.8% as of March 31, 2025.

Summary

• TCG Crossover Fund I, L.P., TCG Crossover GP I, LLC, and Chen Yu (collectively, the "Reporting Persons") have filed an Amendment No. 1 to their Schedule 13G regarding their beneficial ownership of Common Stock in CG Oncology, Inc.
• As of March 31, 2025, the Reporting Persons collectively beneficially own 3,670,206 shares of CG Oncology, Inc. Common Stock.
• This represents 4.8% of the total outstanding Common Stock of CG Oncology, Inc.
• The total outstanding shares of Common Stock used for this calculation are 76,216,855, as reported in CG Oncology's Form 10-K filed on March 28, 2025.
• The Reporting Persons share both voting and dispositive power over these 3,670,206 shares.
• This amendment indicates a reduction in their stake, as their ownership is now below the 5% threshold typically requiring a Schedule 13G filing.

Sentiment

Score: 4

Explanation: The document is a factual disclosure of a reduced beneficial ownership stake (from above 5% to 4.8%) by TCG Crossover entities in CG Oncology, Inc. While a neutral regulatory filing, the reduction below a key ownership threshold could be interpreted with a slightly negative sentiment by the market, as it suggests a decrease in the investor's position.

Future Outlook

NA

Industry Context

Schedule 13G filings are routine disclosures required by the SEC when an entity or individual acquires beneficial ownership of more than 5% of a company's voting class of securities, or when an existing 5%+ holder's stake changes. This amendment indicates that the reporting entities' stake in CG Oncology, Inc. has fallen below the 5% threshold, which is a common occurrence as investment funds adjust their portfolios.

Related Party Transactions

• The filing outlines the organizational structure of the reporting entities, noting that TCG Crossover GP I, LLC is the general partner of TCG Crossover Fund I, L.P., and Chen Yu is the sole managing member of TCG Crossover GP II, all of whom are deemed to share voting and dispositive power over the reported shares.
• It is disclosed that, under specific agreements, the partners or members of TCG Crossover I and TCG Crossover GP I may have rights to receive dividends or proceeds from the sale of CG Oncology securities held by these entities.

Stakeholder Impact

• Shareholders of CG Oncology, Inc. are informed of a change in the beneficial ownership structure, specifically a reduction in the stake held by TCG Crossover entities below the 5% threshold.
• This information provides transparency regarding significant institutional holdings and potential shifts in investor confidence or portfolio strategy.

Key Dates

Keywords

CG Oncology Inc., TCG Crossover Fund I L.P., TCG Crossover GP I LLC, Chen Yu, Schedule 13G, beneficial ownership, SEC filing, common stock, investment fund, stake reduction