Compugen Ltd. — Director's Dealing 2026

Apr 15, 2026

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

☑ 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

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☑ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan 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 | | 2. Issuer Name and Ticker or Trading Symbol
COMPUGEN LTD [CGEN]
2a. Foreign Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below)
SVP, Business Development |
| --- | --- | --- | --- |
| (Last) (First) (Middle) | | | |
| C/O COMPUGEN LTD.
26 HAROKMIM STREET | | | |
| (Street) | | 3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026 | |
| HOLON 5885849 | | | |
| (City) (State) (Zip/Postal Code) | | 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person |
| ISRAEL | | | |
| (Country) | | | |
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | 04/14/2026 | | M(1) | | 2,000 | A | $1.15 | 31,375 | D | |
| Ordinary Shares | 04/14/2026 | | S(1) | | 2,000 | D | $2.8 | 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) |
| | | | | Code | V | (A) | (D) | Date
Exercisable | Expiration
Date | Title | Amount or
Number of
Shares | | |
| Share Option (right to
buy) | $1.15 | 04/14/2026 | | M(1) | | | 2,000 | (2) | 08/03/2033 | Ordinary
Shares | 2,000 | $0 | 54,000 |

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 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
** Signature of Reporting Person
04/15/2026
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 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.

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