Compugen CEO exercises options, sells 5,625 shares

COMPUGEN LTD President and CEO Ophir Eran exercised stock options and sold shares in a planned transaction.

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.

Insider Trade Summary 10b5-1

Exercise and Sale: 5,625 shares ($8K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Ophir Eran

Role President and CEO

Sold 5,625 shs ($12K)

Approx. gross sale proceeds $12K

Approx. exercise cost $5K

Approx. pre-tax spread $8K

Type	Security	Shares	Price	Value
Exercise	Share Option (right to buy)	5,625	$0.00	$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 contracts (Direct); Ordinary Shares — 11,375 shares (Direct)

Footnotes (3)

1. F1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 26, 2025
2. F2. 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. F3. 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

Options exercised: 5,625 options Exercise price: $0.8292 per share Shares sold: 5,625 shares +5 more

8 metrics

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

Key Terms

Rule 10b5-1 trading plan, weighted average price, Share Option (right to buy), Ordinary Shares, +2 more

6 terms

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""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/03/2026 - 07:29 AM Learn about SEC filing dates

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).

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)

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)
04/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	04/01/2026		M(1)		5,625	A	$0.8292	17,000	D
Ordinary Shares	04/01/2026		S(1)		5,625	D	$2.2067(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (right to buy)	$0.8292	04/01/2026		M(1)			5,625	(3)	11/09/2032	Ordinary Shares	5,625	$0	24,375	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 $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 Ophir	04/03/2026
	** 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)