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

Yes. The Form 4 states that the sale was made pursuant to a Rule 10b5-1 trading plan adopted by the CEO on December 26, 2025. Such pre-arranged plans automate trading and reduce the significance of trade timing.

Compugen (CGEN) CEO exercises options and sells 5,000 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Compugen Ltd President and CEO Ophir Eran exercised options to acquire 5,000 ordinary shares at an exercise price of $0.8292 per share, then sold 5,000 shares in an open-market transaction at a weighted average price of $2.9042.

The sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on December 26, 2025. Following these transactions, Eran directly owns 11,375 ordinary shares. The exercised option was from a grant that vested over time through quarterly installments.

Insider Trade Summary 10b5-1

Net Seller: 5,000 shares ($14,521)

Net Sell 3 txns

Insider Ophir Eran

Role President and CEO

Sold 5,000 shs ($15K)

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	$2.9042	$15K

Holdings After Transaction: Share Option (right to buy) — 19,375 shares (Direct); Ordinary Shares — 16,375 shares (Direct)

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 $2.90 to $2.91 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

Options exercised: 5,000 shares Option exercise price: $0.8292 per share Shares sold: 5,000 shares +4 more

7 metrics

Options exercised 5,000 shares Share Option exercised on April 14, 2026

Option exercise price $0.8292 per share Exercise price for 5,000-share option

Shares sold 5,000 shares Open-market sale on April 14, 2026

Sale weighted average price $2.9042 per share Sales between $2.90 and $2.91

Shares owned after transactions 11,375 shares Direct holdings following April 14, 2026 trades

10b5-1 plan adoption date December 26, 2025 Plan governing the April 14, 2026 sale

Option expiration November 9, 2032 Expiration date of exercised option grant

Key Terms

Rule 10b5-1 trading plan, weighted average price, Share Option (right to buy), vested in 12 equal quarterly installments

4 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.

vested in 12 equal quarterly installments financial

"the remainder vested or vests in 12 equal quarterly installments thereafter..."

Form 4 Insider Transactions: What Each Field Means →

04/15/2026 - 04:10 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)
04/14/2026

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	04/14/2026		M⁽¹⁾		5,000	A	$0.8292	16,375	D
Ordinary Shares	04/14/2026		S⁽¹⁾		5,000	D	$2.9042⁽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	04/14/2026		M⁽¹⁾			5,000	⁽³⁾	11/09/2032	Ordinary Shares	5,000	$0	19,375	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 $2.90 to $2.91 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	04/15/2026
	** 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 did Compugen (CGEN) CEO Ophir Eran report in this Form 4?

Compugen CEO Ophir Eran reported exercising options for 5,000 ordinary shares and selling 5,000 shares in the open market. These transactions were part of his equity compensation activity and reflect both acquiring and disposing of shares on the same date.

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

The CEO sold 5,000 Compugen ordinary shares at a weighted average price of $2.9042 per share. The shares were sold in multiple trades between $2.90 and $2.91, as disclosed in the weighted-average price footnote.

What options did the Compugen (CGEN) CEO exercise in this filing?

He exercised a share option for 5,000 ordinary shares at an exercise price of $0.8292 per share. This option grant vested 25% on December 31, 2023, with the remainder vesting in 12 equal quarterly installments thereafter.

How many Compugen (CGEN) shares does the CEO own after these transactions?

After exercising options and selling shares, the CEO directly owns 11,375 Compugen ordinary shares. This figure represents his reported direct holdings following the April 14, 2026 transactions described in the Form 4.

What is notable about the pricing of the Compugen (CGEN) CEO’s option exercise and sale?

The options were exercised at $0.8292 per share, while the related sale occurred at a weighted average price of $2.9042. This shows a spread between the exercise price and market sale price on the transaction date.