Halevy Gilead discloses initial Compugen (CGEN) share and option holdings

Rhea-AI Filing Summary

Compugen Ltd director Halevy Gilead has filed an initial ownership report detailing existing equity awards and shareholdings. The filing lists several share options over Ordinary Shares with exercise prices ranging from $1.15 to $14.40 per share and expirations between 2028 and 2035. It also shows direct ownership of 11,407 Ordinary Shares. Footnotes state that this share figure includes 9,216 restricted stock units, with portions scheduled to vest in quarterly installments beginning on April 1, 2026 and on October 1, 2026, subject to continued 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^*

Halevy Gilead

(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
	Officer (give title below)		Other (specify below)

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	11,407(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)	08/06/2028	Ordinary Shares	35,000	$3.85	D
Share Option (right to buy)	(2)	08/01/2029	Ordinary Shares	10,000	$3.24	D
Share Option (right to buy)	(2)	07/29/2030	Ordinary Shares	10,000	$14.4	D
Share Option (right to buy)	(2)	07/27/2031	Ordinary Shares	10,000	$6.45	D
Share Option (right to buy)	(3)	03/24/2032	Ordinary Shares	10,000	$3.24	D
Share Option (right to buy)	(4)	08/03/2033	Ordinary Shares	10,000	$1.15	D
Share Option (right to buy)	(5)	07/31/2034	Ordinary Shares	8,000	$1.69	D
Share Option (right to buy)	(5)	09/12/2034	Ordinary Shares	12,000	$1.97	D
Share Option (right to buy)	(6)	08/05/2035	Ordinary Shares	10,000	$1.46	D

Explanation of Responses:

1. Includes 9,216 restricted stock units ("RSUs"). 1,716 RSUs vest in 11 equal quarterly installments commencing on April 1, 2026; and 7,500 RSUs vest 25% on October 1, 2026 and the remainder vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.

2. Fully vested.

3. This option vested 25% on April 1, 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 October 1, 2024 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 October 1, 2025 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 vests 25% on October 1, 2026 and the remainder vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.

	/s/ Gilead Halevy	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 Halevy Gilead’s Form 3 filing for COMPUGEN LTD (CGEN) show?

The Form 3 shows Halevy Gilead’s existing holdings in Compugen, including 11,407 Ordinary Shares and multiple option grants. It establishes his baseline equity position as a director, without reporting any new purchases or sales.

How many Compugen Ordinary Shares does Halevy Gilead directly hold on this Form 3?

The filing reports direct ownership of 11,407 Ordinary Shares. According to a footnote, this amount includes 9,216 restricted stock units that will vest over time, contingent on Gilead’s continued service to Compugen.

What equity awards are disclosed for Halevy Gilead in the Compugen (CGEN) Form 3?

The Form 3 lists several share options over Ordinary Shares with exercise prices from $1.15 to $14.40 and expiration dates between 2028 and 2035. These options represent the right to buy Compugen shares at fixed prices.

How do Halevy Gilead’s restricted stock units in Compugen vest over time?

The filing notes 9,216 restricted stock units. Of these, 1,716 vest in 11 equal quarterly installments starting April 1, 2026, and 7,500 vest 25% on October 1, 2026 with the remainder in 12 quarterly installments, subject to continued service.

Does Halevy Gilead’s Form 3 for Compugen indicate any insider buying or selling?

No, the Form 3 functions as an initial ownership report and only shows existing holdings and awards. The transaction summary reflects holdings entries with no recorded buys, sells, exercises, gifts, or other disposition events.

What is the nature of Halevy Gilead’s ownership in Compugen securities on this Form 3?

All reported positions, including share options and Ordinary Shares, are listed as held directly. The filing does not attribute any holdings to trusts, LLCs, or other entities, and does not include disclaimers of beneficial ownership.