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Compugen (CGEN) CEO exercises options and sells 5,625 shares in 10b5-1 trade

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COMPUGEN LTD President and CEO Ophir Eran exercised stock options and sold shares in a planned transaction. On this Form 4, he exercised options to acquire 5,625 Ordinary Shares at an exercise price of $0.8292 per share, converting a derivative position into common stock. On the same date, he sold 5,625 Ordinary Shares at a weighted average price of $2.2067 per share in open-market transactions made under a Rule 10b5-1 trading plan adopted on December 26, 2025. Following these transactions, he directly holds 11,375 Ordinary Shares and 24,375 Share Options.

Positive

  • None.

Negative

  • None.
Insider Ophir Eran
Role President and CEO
Sold 5,625 shs ($12K)
Type Security Shares Price Value
Exercise Share Option (right to buy) 5,625 $0.00 --
Exercise Ordinary Shares 5,625 $0.8292 $5K
Sale Ordinary Shares 5,625 $2.2067 $12K
Holdings After Transaction: Share Option (right to buy) — 24,375 shares (Direct); Ordinary Shares — 17,000 shares (Direct)
Footnotes (1)
  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 $2.20 to $2.225 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.
Options exercised 5,625 options Share Options exercised on April 1, 2026
Exercise price $0.8292 per share Exercise price of Share Options
Shares sold 5,625 shares Ordinary Shares sold on April 1, 2026
Weighted average sale price $2.2067 per share Average price for multiple sale transactions
Post-transaction Ordinary Shares 11,375 shares Directly held after transactions
Post-transaction options 24,375 options Share Options following the exercise
10b5-1 plan adoption date December 26, 2025 Adoption date of trading plan governing sale
Option expiration date November 9, 2032 Expiration of the reported option grant
Rule 10b5-1 trading plan regulatory
"This transaction was made pursuant to a Rule 10b5-1 trading plan adopted"
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"
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.
Share Option (right to buy) financial
"security_title: "Share Option (right to buy)""
Ordinary Shares financial
"underlying_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.
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
Sale in open market or private transaction financial
"transaction_code_description: "Sale in open market or private transaction""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
X
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)
HOLON5885849
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares04/01/2026M(1)5,625A$0.829217,000D
Ordinary Shares04/01/2026S(1)5,625D$2.2067(2)11,375D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Option (right to buy)$0.829204/01/2026M(1)5,625 (3)11/09/2032Ordinary Shares5,625$024,375D
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 $2.20 to $2.225 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 Ophir04/03/2026
** Signature of Reporting PersonDate
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