Compugen (CGEN) SVP reports RSU and option stakes in Form 3 filing

Rhea-AI Filing Summary

COMPUGEN LTD executive Sharon Kredo Russo, SVP Research & Discovery, filed an initial ownership report showing equity-based compensation rather than any recent share purchases or sales. She holds 19,500 Ordinary Shares in the form of restricted stock units that vest 50% on December 31, 2027, with the remainder vesting in eight equal quarterly installments thereafter, subject to continued service. She also holds a share option covering 26,000 Ordinary Shares at an exercise price of $1.64 per share, expiring November 6, 2035, which vests on the same 50%-then-quarterly schedule, also conditioned on continued service to the company.

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^*

Kredo Russo Sharon

(Last) (First) (Middle)

26 HAROKMIM ST.

C/O COMPUGEN LTD.

(Street)

HOLON 5885849

(City) (State) (Zip)

ISRAEL

(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

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Research & Discovery

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	19,500(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)	11/06/2035	Ordinary Shares	26,000	$1.64	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") which vest 50% on December 31, 2027 and the remainder vests in 8 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.

2. This option vests 50% on December 31, 2027 and the remainder vests in 8 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.

	/s/ Sharon Kredo Russo	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 LTD executive Sharon Kredo Russo show?

The Form 3 shows Sharon Kredo Russo’s initial equity holdings in COMPUGEN LTD, including restricted stock units and options. It records her starting ownership as an officer, without indicating any recent share purchases or sales in the reported transactions.

How many COMPUGEN (CGEN) Ordinary Shares does Sharon Kredo Russo report owning?

Sharon Kredo Russo reports 19,500 COMPUGEN Ordinary Shares, represented as restricted stock units. These RSUs vest 50% on December 31, 2027, with the remaining 50% vesting in eight equal quarterly installments, assuming she continues serving the company throughout the vesting period.

What stock options for COMPUGEN (CGEN) does Sharon Kredo Russo hold?

She holds a share option covering 26,000 COMPUGEN Ordinary Shares at an exercise price of $1.64 per share. The option expires on November 6, 2035 and vests 50% on December 31, 2027, with the remainder vesting in eight equal quarterly installments, contingent on continued service.

Are there any buy or sell transactions in Sharon Kredo Russo’s COMPUGEN Form 3?

The Form 3 does not show any buy or sell transactions. It lists two holding entries with transaction direction marked as unknown, serving primarily to disclose her existing restricted stock units and stock option positions rather than report new trading activity.

How do Sharon Kredo Russo’s COMPUGEN RSUs vest over time?

Her COMPUGEN restricted stock units vest 50% on December 31, 2027, with the remaining 50% vesting in eight equal quarterly installments thereafter. All vesting is subject to her continued service to the issuer throughout this multi-year vesting schedule.

What role does Sharon Kredo Russo hold at COMPUGEN (CGEN) in this Form 3?

In the Form 3, Sharon Kredo Russo is identified as an officer of COMPUGEN LTD with the title “SVP, Research & Discovery.” The filing links her reported restricted stock units and stock option holdings to this executive leadership position at the company.