Was the Compugen (CGEN) CEO’s share sale part of a Rule 10b5-1 plan?

Yes, the sale was executed pursuant to a Rule 10b5-1 trading plan adopted on December 26, 2025. Such plans allow insiders to pre-schedule trades, helping separate personal trading decisions from day-to-day market information and corporate developments.

Compugen (CGEN) CEO exercises options and sells 5,000 Ordinary Shares

Q: How many Compugen (CGEN) shares does the CEO hold after this Form 4?

After the reported transactions, the CEO directly holds 11,375 Ordinary Shares of Compugen Ltd. This figure reflects his position following both the 5,000-share option exercise and the 5,000-share open-market sale reported for April 24, 2026.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Compugen Ltd President and CEO Ophir Eran reported an exercise-and-sale transaction in the company’s Ordinary Shares. On April 24, 2026, he exercised options to acquire 5,000 shares at an exercise price of $0.8292 per share and sold 5,000 shares in open-market trades at a weighted average price of $3.2001 per share. Following these transactions, he directly holds 11,375 Ordinary Shares. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on December 26, 2025.

Insider Trade Summary 10b5-1

Net Seller: 5,000 shares ($16,001)

Net Sell 3 txns

Insider Ophir Eran

Role President and CEO

Sold 5,000 shs ($16K)

Type	Security	Shares	Price	Value
Exercise	Share Option (right to buy)	5,000	$0.00	--
Exercise	Ordinary Shares	5,000	$0.8292	$4K
Sale	Ordinary Shares	5,000	$3.2001	$16K

Holdings After Transaction: Share Option (right to buy) — 14,375 shares (Direct, null); Ordinary Shares — 16,375 shares (Direct, null)

Footnotes (1)

This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 26, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.20 to $3.205 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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.

Key Figures

Shares sold: 5,000 shares Sale price (weighted avg): $3.2001 per share Options exercised: 5,000 shares +3 more

6 metrics

Shares sold 5,000 shares Ordinary Shares sold in open market on April 24, 2026

Sale price (weighted avg) $3.2001 per share Weighted average for multiple trades between $3.20 and $3.205

Options exercised 5,000 shares Ordinary Shares acquired via option exercise on April 24, 2026

Option exercise price $0.8292 per share Exercise price for Share Option (right to buy)

Shares held after 11,375 shares Direct Ordinary Share holdings after transactions

Option expiration November 9, 2032 Expiration date of the exercised Share Option grant

Key Terms

Rule 10b5-1 trading plan, weighted average price, Share Option (right to buy), Ordinary Shares, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Ordinary Shares financial

"security_title: "Ordinary Shares""

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

04/27/2026 - 04:02 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)

ISRAEL

(Country)

2. Issuer Name and Ticker or Trading Symbol
COMPUGEN LTD [ CGEN ]

5. 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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	04/24/2026		M⁽¹⁾		5,000	A	$0.8292	16,375	D
Ordinary Shares	04/24/2026		S⁽¹⁾		5,000	D	$3.2001⁽²⁾	11,375	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Option (right to buy)	$0.8292	04/24/2026		M⁽¹⁾			5,000	⁽³⁾	11/09/2032	Ordinary Shares	5,000	$0	14,375	D

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 26, 2025.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.20 to $3.205 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. 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.

	/s/ Eran Ophir	04/27/2026
	** 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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Compugen (CGEN) CEO Ophir Eran report?

Compugen CEO Ophir Eran reported an exercise-and-sale transaction involving 5,000 Ordinary Shares. He exercised options to acquire 5,000 shares and sold 5,000 shares the same day in open-market trades under a pre-arranged Rule 10b5-1 trading plan.

How many Compugen (CGEN) shares did the CEO sell and at what price?

The CEO sold 5,000 Ordinary Shares at a weighted average price of $3.2001 per share. The shares were sold in multiple transactions within a price range from $3.20 to $3.205, as disclosed in the filing’s weighted-average price footnote.

What option exercise did the Compugen (CGEN) CEO report?

Ophir Eran exercised a share option covering 5,000 Ordinary Shares at an exercise price of $0.8292 per share. The option is described as a “Share Option (right to buy)” that vested in tranches, including a 25% vesting on December 31, 2023.

How many Compugen (CGEN) shares does the CEO hold after this Form 4?

After the reported transactions, the CEO directly holds 11,375 Ordinary Shares of Compugen Ltd. This figure reflects his position following both the 5,000-share option exercise and the 5,000-share open-market sale reported for April 24, 2026.

What vesting schedule applied to the Compugen (CGEN) CEO’s option?

The option vested 25% on December 31, 2023, with the remaining 75% vesting in 12 equal quarterly installments thereafter. Each installment is subject to the CEO’s continued service with Compugen Ltd, as detailed in the filing’s vesting footnote.