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Compugen (CGEN) CMO Michelle Mahler details option and RSU holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Compugen Ltd Chief Medical Officer Michelle Mahler filed an initial ownership report showing option and share holdings in the company. She holds share options over 40,000, 35,750 and 18,000 Ordinary Shares with exercise prices of $0.8793, $1.6900 and $1.4600, expiring between 2033 and 2035. She also holds 23,125 Ordinary Shares, including 20,122 restricted stock units that vest gradually in quarterly installments starting on March 31, 2026 and September 30, 2026, conditioned on continued service.

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Insider Mahler Michelle
Role Chief Medical Officer
Type Security Shares Price Value
holding Share Option (right to buy) -- -- --
holding Share Option (right to buy) -- -- --
holding Share Option (right to buy) -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Share Option (right to buy) — 40,000 shares (Direct); Ordinary Shares — 23,125 shares (Direct)
Footnotes (1)
  1. Includes 20,122 restricted stock units ("RSUs"). 6,622 RSUs vest in 11 equal quarterly installments commencing on March 31, 2026; and 13,500 RSUs vest 25% on September 30, 2026 and the remainder vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer. This option vested 50% on December 31, 2025 and the remainder vested or vests in 8 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer. This option vested 25% on September 30, 2025 and the remainder vested or vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer. This option vests 25% on September 30, 2026 and the remainder vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Mahler Michelle
(Last)(First)(Middle)
C/O COMPUGEN LTD.
26 HAROKMIM STREET
(Street)
HOLON5885849
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
COMPUGEN LTD [ CGEN ]
3a. Foreign Trading Symbol
[CGEN] 		5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares23,125(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Option (right to buy) (2)10/08/2033Ordinary Shares40,000$0.8793D
Share Option (right to buy) (3)07/31/2034Ordinary Shares35,750$1.69D
Share Option (right to buy) (4)08/05/2035Ordinary Shares18,000$1.46D
Explanation of Responses:
1. Includes 20,122 restricted stock units ("RSUs"). 6,622 RSUs vest in 11 equal quarterly installments commencing on March 31, 2026; and 13,500 RSUs vest 25% on September 30, 2026 and the remainder vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.
2. This option vested 50% on December 31, 2025 and the remainder vested or vests in 8 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.
3. This option vested 25% on September 30, 2025 and the remainder vested or vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.
4. This option vests 25% on September 30, 2026 and the remainder vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.
/s/ Michelle Mahler03/18/2026
** Signature of Reporting PersonDate
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does the Compugen (CGEN) Form 3 filing by Michelle Mahler show?

The Form 3 for Compugen (CGEN) shows Chief Medical Officer Michelle Mahler’s initial ownership. It lists her option grants, exercise prices, expiration dates and Ordinary Share holdings, including restricted stock units that vest over time, all conditioned on her continued service to the company.

How many Compugen (CGEN) options does Michelle Mahler report on Form 3?

Michelle Mahler reports share options over 40,000, 35,750 and 18,000 Compugen Ordinary Shares. These options carry exercise prices of $0.8793, $1.6900 and $1.4600 and expire between October 8, 2033 and August 5, 2035.

What Compugen (CGEN) share holdings and RSUs are disclosed in this Form 3?

The filing shows Mahler holds 23,125 Compugen Ordinary Shares, including 20,122 restricted stock units (RSUs). These RSUs vest in structured quarterly schedules beginning on March 31, 2026 and September 30, 2026, subject to her continued service with Compugen.

How do the Compugen (CGEN) RSUs for Michelle Mahler vest over time?

Of Mahler’s 20,122 RSUs, 6,622 vest in 11 equal quarterly installments starting March 31, 2026. The remaining 13,500 vest 25% on September 30, 2026, with the balance vesting in 12 equal quarterly installments, assuming continued service.

What are the key vesting terms of Michelle Mahler’s Compugen (CGEN) options?

One option vested 50% on December 31, 2025 and the rest in eight quarterly installments. Another vested 25% on September 30, 2025 with 12 quarterly installments. A third vests 25% on September 30, 2026, then 12 quarterly installments, all requiring continued service.