Compugen (CGEN) director Anat Cohen-Dayag reports initial share and option holdings

Rhea-AI Filing Summary

Compugen Ltd director Anat Cohen-Dayag has filed an initial ownership report showing existing equity holdings in the company. She holds 108,622 Ordinary Shares directly, including 36,091 restricted stock units (RSUs) that vest in 11 equal quarterly installments beginning on March 31, 2026, subject to continued service.

She also holds multiple share options to buy Ordinary Shares, with exercise prices ranging from $1.02 to $14.40 and expiration dates between 2026 and 2035. This filing records current positions and does not report any new purchases or sales of Compugen shares.

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^*

Cohen-Dayag Anat

(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	108,622(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)	08/01/2026	Ordinary Shares	100,000	$6.65	D
Share Option (right to buy)	(2)	08/30/2027	Ordinary Shares	100,000	$2.85	D
Share Option (right to buy)	(2)	07/31/2028	Ordinary Shares	120,000	$3.15	D
Share Option (right to buy)	(2)	03/19/2029	Ordinary Shares	120,000	$3.8	D
Share Option (right to buy)	(2)	08/01/2029	Ordinary Shares	30,000	$3.24	D
Share Option (right to buy)	(2)	07/29/2030	Ordinary Shares	150,000	$14.4	D
Share Option (right to buy)	(2)	07/27/2031	Ordinary Shares	150,000	$6.45	D
Share Option (right to buy)	(3)	03/24/2032	Ordinary Shares	150,000	$3.24	D
Share Option (right to buy)	(4)	08/03/2033	Ordinary Shares	150,000	$1.15	D
Share Option (right to buy)	(4)	09/20/2033	Ordinary Shares	150,000	$1.02	D
Share Option (right to buy)	(5)	07/31/2034	Ordinary Shares	195,000	$1.69	D
Share Option (right to buy)	(6)	09/16/2035	Ordinary Shares	100,000	$1.38	D

Explanation of Responses:

1. Includes 36,091 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 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.

5. 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.

6. 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/ Anat Cohen- Dayag	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 Anat Cohen-Dayag’s Form 3 filing for COMPUGEN LTD (CGEN) show?

The Form 3 lists Anat Cohen-Dayag’s existing ownership in Compugen, including ordinary shares, RSUs, and stock options. It is an initial disclosure of her equity position as a director, not a record of recent share purchases or sales.

How many Compugen ordinary shares does Anat Cohen-Dayag hold in this Form 3?

Anat Cohen-Dayag reports direct ownership of 108,622 Ordinary Shares of Compugen. This figure includes both fully owned shares and restricted stock units that will vest over time, reflecting her total reported direct equity stake as of the filing date.

How many RSUs are included in Anat Cohen-Dayag’s Compugen holdings, and how do they vest?

Her reported holdings include 36,091 restricted stock units (RSUs). These RSUs vest in 11 equal quarterly installments starting on March 31, 2026, contingent on her continued service to Compugen throughout the vesting period described in the filing.

What stock options does Anat Cohen-Dayag report in Compugen’s Form 3 filing?

She holds several share option awards to buy Compugen Ordinary Shares, with exercise prices from $1.02 to $14.40. These options have expiration dates spanning 2026 through 2035, providing long-dated potential ownership if exercised.

Does Anat Cohen-Dayag’s Form 3 indicate any recent buying or selling of CGEN shares?

No. The Form 3 consists of holding entries only and shows no buy or sell transactions. It simply establishes her existing ownership in Compugen’s shares and options as she becomes a reportable insider under SEC rules.

What vesting terms are disclosed for Anat Cohen-Dayag’s Compugen stock options?

Footnotes state that some options vested 25% on specific dates, with remaining portions vesting in 12 equal quarterly installments. One grant vests 25% on September 30, 2026, with the rest in 12 quarterly tranches, all conditioned on continued service.