Compugen (CGEN) director discloses initial share and option holdings

Rhea-AI Filing Summary

Compugen Ltd director Sanford S. Zweifach reported his initial holdings, including 12,680 Ordinary Shares, which include 9,216 restricted stock units that vest over time, subject to continued service. He also holds several share options to buy Ordinary Shares at exercise prices between $1.15 and $14.40, with expirations from 2029 through 2035.

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^*

ZWEIFACH SANFORD S

(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	12,680(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)	08/01/2029	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/ Sanford Zweifach	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) director Sanford S. Zweifach show?

The Form 3 shows Sanford S. Zweifach’s initial beneficial ownership in Compugen. It reports his Ordinary Share holdings and multiple share option positions, providing a baseline of his equity exposure as a company director going forward.

How many Compugen (CGEN) Ordinary Shares does Sanford S. Zweifach report on Form 3?

Sanford S. Zweifach reports holding 12,680 Ordinary Shares. This total includes 9,216 restricted stock units, which are scheduled to vest over future dates, subject to his continued service with Compugen Ltd.

What restricted stock units (RSUs) are disclosed for Compugen (CGEN) director Sanford S. Zweifach?

The filing states his Ordinary Shares include 9,216 RSUs. Of these, 1,716 RSUs vest in 11 equal quarterly installments from April 1, 2026, and 7,500 RSUs vest from October 1, 2026 on a quarterly schedule, contingent on continued service.

What share options does Sanford S. Zweifach hold in Compugen (CGEN) according to the Form 3?

He holds several share options to buy Compugen Ordinary Shares. Examples include options with exercise prices of $3.24, $14.40, and $1.15, each covering 10,000 underlying shares, expiring between 2029 and 2033.

Are Sanford S. Zweifach’s Compugen (CGEN) options already vested?

Some options are described as fully vested, while others vest over time. Footnotes explain that different grants vest 25% on specific dates and the remainder in 12 equal quarterly installments, all subject to his continued service.

Does the Compugen (CGEN) Form 3 show any insider buying or selling by Sanford S. Zweifach?

The Form 3 primarily records holdings, not recent trades. Transaction fields are categorized as holdings with unknown transaction codes, indicating the filing sets an ownership baseline rather than reporting new purchases or sales.