Compugen (CGEN) SVP exercises stock options and sells 3,500 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Compugen Ltd SVP of Business Development Zurit Levine exercised stock options and sold shares in a pre-planned transaction. On this Form 4, Levine exercised options to acquire 3,500 Ordinary Shares at exercise prices of $0.8292 and $1.15 per share, then sold 3,500 Ordinary Shares at $2.20 per share.

The transactions were made pursuant to a Rule 10b5-1 trading plan adopted on December 23, 2025, indicating they were pre-arranged. After these trades, Levine directly holds 29,375 Ordinary Shares.

Insider Trade Summary 10b5-1

Net Seller: 3,500 shares ($7,700)

Net Sell 5 txns

Insider Levine Zurit

Role SVP, Business Development

Sold 3,500 shs ($8K)

Type	Security	Shares	Price	Value
Exercise	Share Option (right to buy)	2,500	$0.00	--
Exercise	Share Option (right to buy)	1,000	$0.00	--
Exercise	Ordinary Shares	2,500	$0.8292	$2K
Exercise	Ordinary Shares	1,000	$1.15	$1K
Sale	Ordinary Shares	3,500	$2.20	$8K

Holdings After Transaction: Share Option (right to buy) — 13,625 shares (Direct); Ordinary Shares — 31,875 shares (Direct)

Footnotes (1)

This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 23, 2025. 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. 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.

Key Figures

Options exercised: 3,500 shares Exercise prices: $0.8292 and $1.15 per share Shares sold: 3,500 shares +4 more

7 metrics

Options exercised 3,500 shares Ordinary Shares acquired via option exercise on April 1, 2026

Exercise prices $0.8292 and $1.15 per share Conversion prices for Share Options exercised into Ordinary Shares

Shares sold 3,500 shares Ordinary Shares sold in open-market transaction on April 1, 2026

Sale price $2.20 per share Price for open-market sale of 3,500 Ordinary Shares

Shares held after 29,375 shares Direct Ordinary Share ownership following the reported transactions

Rule 10b5-1 plan adoption date December 23, 2025 Date Levine adopted the trading plan governing these transactions

Option expiration dates November 9, 2032; August 3, 2033 Expiration for the Share Options that were exercised

Key Terms

Rule 10b5-1 trading plan, Share Option (right to buy), Exercise or conversion of derivative security, open-market sale, +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 on December 23, 2025."

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.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security for the options."

open-market sale financial

"transaction_action: open-market sale of 3,500 Ordinary Shares at $2.20 per share."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Ordinary Shares financial

"underlying_security_title and non-derivative security_title are both listed as 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.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 07:31 AM

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^*

Levine Zurit

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Business Development

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)
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	04/01/2026		M⁽¹⁾		2,500	A	$0.8292	31,875	D
Ordinary Shares	04/01/2026		M⁽¹⁾		1,000	A	$1.15	32,875	D
Ordinary Shares	04/01/2026		S⁽¹⁾		3,500	D	$2.2	29,375	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	04/01/2026		M⁽¹⁾			2,500	⁽²⁾	11/09/2032	Ordinary Shares	2,500	$0	13,625	D
Share Option (right to buy)	$1.15	04/01/2026		M⁽¹⁾			1,000	⁽³⁾	08/03/2033	Ordinary Shares	1,000	$0	59,000	D

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 23, 2025.

2. 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.

3. 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.

	/s/ Zurit Levine	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Compugen (CGEN) SVP Zurit Levine report?

Zurit Levine reported exercising options to acquire 3,500 Ordinary Shares and selling 3,500 Ordinary Shares. The sale was at $2.20 per share and followed option exercises at $0.8292 and $1.15 per share, all on April 1, 2026.

At what prices did Compugen (CGEN) executive Zurit Levine exercise options and sell shares?

Levine exercised stock options with exercise prices of $0.8292 and $1.15 per share. She then sold 3,500 Ordinary Shares at $2.20 per share. These trades reflect converting derivative awards into stock and immediately disposing of an equal number of shares.

How many Compugen (CGEN) shares does Zurit Levine hold after the reported Form 4 transactions?

After the reported transactions, Zurit Levine directly holds 29,375 Ordinary Shares. This reflects the net position following option exercises for 3,500 shares and the sale of 3,500 shares, as disclosed in the post-transaction holdings figure on the Form 4.

Were Zurit Levine’s Compugen (CGEN) transactions under a Rule 10b5-1 trading plan?

Yes. A footnote states the transaction was made pursuant to a Rule 10b5-1 trading plan adopted on December 23, 2025. Such plans pre-schedule trades, indicating the timing was determined in advance rather than based on short-term market movements.

What types of securities are involved in Zurit Levine’s Compugen (CGEN) Form 4 filing?

The filing involves Share Options, described as a right to buy, and Ordinary Shares. Levine exercised options for 3,500 underlying Ordinary Shares, then reported corresponding non-derivative Ordinary Share entries, including an open-market sale of 3,500 Ordinary Shares.