Compugen (CGEN) CEO Ophir Eran details share and long-dated option holdings

Rhea-AI Filing Summary

Compugen Ltd’s President and CEO, Ophir Eran, filed an initial statement of ownership showing both ordinary shares and stock options in the company. He directly holds 11,375 ordinary shares, including 7,821 restricted stock units that begin vesting in 11 equal quarterly installments starting on March 31, 2026, subject to continued service. He also holds multiple share options over Compugen ordinary shares with exercise prices ranging from $0.8292 to $14.4000, expiring between 2026 and 2035, many of which vest or continue vesting in quarterly installments tied to ongoing service.

SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

Ophir Eran

(Last) (First) (Middle)

C/O COMPUGEN LTD.

26 HAROKMIM STREET

(Street)

HOLON 5885849

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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 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 Shares	11,375(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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (right to buy)	(2)	07/31/2026	Ordinary Shares	6,750	$6.65	D
Share Option (right to buy)	(2)	08/30/2027	Ordinary Shares	3,000	$2.85	D
Share Option (right to buy)	(2)	07/30/2028	Ordinary Shares	11,250	$3.15	D
Share Option (right to buy)	(2)	07/31/2029	Ordinary Shares	32,000	$3.25	D
Share Option (right to buy)	(2)	07/29/2030	Ordinary Shares	50,000	$14.4	D
Share Option (right to buy)	(2)	07/27/2031	Ordinary Shares	50,000	$6.45	D
Share Option (right to buy)	(3)	03/24/2032	Ordinary Shares	60,000	$3.24	D
Share Option (right to buy)	(4)	11/09/2032	Ordinary Shares	30,000	$0.8292	D
Share Option (right to buy)	(5)	08/03/2033	Ordinary Shares	65,000	$1.15	D
Share Option (right to buy)	(6)	07/31/2034	Ordinary Shares	42,250	$1.69	D
Share Option (right to buy)	(7)	08/05/2035	Ordinary Shares	65,000	$1.46	D
Share Option (right to buy)	(7)	09/16/2035	Ordinary Shares	135,000	$1.38	D

Explanation of Responses:

1. Includes 7,821 restricted stock units ("RSUs"). The RSUs vest in 11 equal quarterly installments commencing on March 31, 2026, subject to the Reporting Person's continued service to the Issuer.

2. Fully vested.

3. This option vested 25% on March 31, 2023 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 vested 25% on December 31, 2023 and the remainder vested or vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.

5. This option vested 25% on September 30, 2024 and the remainder vested or vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.

6. 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.

7. This option vests 25% on September 30, 2026 and the remainder vests in equal 12 quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.

	/s/ Eran Ophir	03/18/2026
	** Signature of Reporting Person	Date
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)

FAQ

What does the Form 3 filing by Compugen (CGEN) CEO Ophir Eran show?

The Form 3 shows Ophir Eran’s existing ownership in Compugen. It lists 11,375 ordinary shares and multiple option grants with various exercise prices and expirations, establishing his baseline equity position as President and CEO at the time of the filing.

How many Compugen (CGEN) ordinary shares does CEO Ophir Eran hold?

Ophir Eran holds 11,375 Compugen ordinary shares directly. This amount includes 7,821 restricted stock units that vest in 11 equal quarterly installments starting March 31, 2026, provided he continues to serve the company throughout the vesting period.

What stock options in Compugen (CGEN) are reported for CEO Ophir Eran?

The filing lists several option grants over Compugen ordinary shares. These options have exercise prices between $0.8292 and $14.4000 and expiration dates running from 2026 through 2035, with many grants vesting in quarterly installments conditioned on continued service.

Do the Compugen (CGEN) restricted stock units for CEO Ophir Eran have a vesting schedule?

Yes, the restricted stock units follow a defined vesting schedule. The 7,821 RSUs vest in 11 equal quarterly installments beginning on March 31, 2026, and each vesting tranche requires that Ophir Eran remain in service to Compugen on the applicable vesting dates.

Are the options held by Compugen (CGEN) CEO fully vested or still vesting?

The filing describes a mix of fully vested and continuing-vesting options. Some options are marked fully vested, while others vested 25% on specific past dates with the remaining 75% vesting in 12 equal quarterly installments, subject to Ophir Eran’s continued service.