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* Ophir Eran (Last) (First) (Middle) C/O COMPUGEN LTD. 26 HAROKMIM STREET		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) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
(Street) HOLON 5885849		3. Date of Earliest Transaction (Month/Day/Year) 04/14/2026
(City) (State) (Zip/Postal Code) ISRAEL (Country)	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
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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)
			Code
Ordinary Shares	04/14/2026		M(1)
Ordinary Shares	04/14/2026		S(1)

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| 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) | $0.8292 | 04/14/2026 | | M(1) | | | 5,000 | (3) | 11/09/2032 | Ordinary
Shares | 5,000 | $0 | 19,375 |

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
** 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).

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