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Compugen Ltd. — Director's Dealing 2026
Mar 18, 2026
6734_rns_2026-03-18_505a1cf4-adc0-4297-92f1-98e13f8a7900.pdf
Director's Dealing
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FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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: | 3235-0104 |
| Estimated average burden hours per response | 0.5 |
| 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/Postal Code) ISRAEL (Country) | |
| --- | --- |
| Table I – Non-Derivative Securities Beneficially Owned | |
| --- | --- |
| 1. Title of Security (Instr. 4) | |
| Ordinary Shares | |
| Table II – Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) |
| Date Exercisable | |
| Share Option (right to buy) | (2) |
| Share Option (right to buy) | (2) |
| Share Option (right to buy) | (2) |
| Share Option (right to buy) | (2) |
| Share Option (right to buy) | (2) |
| Share Option (right to buy) | (2) |
| Share Option (right to buy) | (3) |
| Share Option (right to buy) | (4) |
| Share Option (right to buy) | (5) | 08/03/2033 | Ordinary Shares | 65,000 | $1.15 | D | |
|---|---|---|---|---|---|---|---|
| Share Option (right to buy) | (6) | 07/31/2034 | Ordinary Shares | 42,250 | $1.69 | D | |
| Share Option (right to buy) | (7) | 08/05/2035 | Ordinary Shares | 65,000 | $1.46 | D | |
| Share Option (right to buy) | (7) | 09/16/2035 | Ordinary Shares | 135,000 | $1.38 | D |
Explanation of Responses:
- Includes 7,821 restricted stock units ("RSUs"). The RSUs vest in 11 equal quarterly installments commencing on March 31, 2026, subject to the Reporting Person's continued service to the Issuer.
- Fully vested.
- This option vested 25% on March 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 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.
- This option vested 25% on September 30, 2025 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 vests 25% on September 30, 2026 and the remainder vests in equal 12 quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.
/s/ Eran Ophir
** Signature of Reporting Person
03/18/2026
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 5(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.