Form 4: Compugen CEO Sells Shares Under 10b5-1 Plan

Ophir Eran, President and CEO of Compugen Ltd., reported the sale of 5,000 ordinary shares for $3.20 per share, executed under a pre-established Rule 10b5-1 trading plan.

Summary

• Ophir Eran, President and CEO of Compugen Ltd. (CGEN), reported a transaction on April 24, 2026.
• Eran sold 5,000 ordinary shares at a weighted average price of $3.20 per share.
• The sale was conducted under a Rule 10b5-1 trading plan adopted on December 26, 2025.
• Following the transaction, Eran beneficially owns 11,375 ordinary shares directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While an insider sale can be a negative signal, the execution under a Rule 10b5-1 plan mitigates concerns about immediate negative sentiment, suggesting a pre-determined divestment strategy.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating pre-planned and potentially non-insider trading related activity.
• The CEO continues to hold a significant number of shares (11,375) after the sale.

Negatives

• The CEO sold a portion of their holdings, which could be perceived negatively by the market, despite being under a pre-arranged plan.

Risks

• While the sale was under a 10b5-1 plan, any significant selling by a CEO can create negative market sentiment.
• The vesting schedule for stock options is subject to continued service, implying potential future dilution or changes if service is not maintained.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on a past transaction.

Management Comments

• The 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 $3.20 to $3.205 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.

Industry Context

StockSavvy.ai notes that Form 4 filings reporting insider sales, even under Rule 10b5-1 plans, are common in the biotechnology and technology sectors where Compugen operates. Such filings are closely watched by investors for signals about management's confidence in the company's prospects.

Stakeholder Impact

• Shareholders: May interpret the CEO's sale as a sign of reduced confidence, despite the Rule 10b5-1 plan, potentially impacting short-term stock price.
• Employees: May view the sale as a signal of company valuation or future prospects, though the pre-planned nature might temper immediate concerns.
• Management: The sale is a personal financial decision by the CEO, executed within a structured plan.

Next Steps

• Continued vesting of stock options in quarterly installments, subject to continued service.
• Potential future transactions under the Rule 10b5-1 plan, if applicable.

Key Dates

Keywords

Compugen Ltd., CGEN, Form 4, Insider Trading, Rule 10b5-1, Stock Sale, Ophir Eran, CEO, Beneficial Ownership