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

Compugen Ltd. reports that its President and CEO, Ophir Eran, executed a Rule 10b5-1 trading plan, involving the acquisition of 5,625 ordinary shares and the disposition of 5,625 ordinary shares.

Summary

• Ophir Eran, President and CEO of Compugen Ltd., engaged in stock transactions on April 1, 2026, under a pre-arranged Rule 10b5-1 trading plan adopted on December 26, 2025.
• The transactions included the acquisition of 5,625 ordinary shares at an average price of $0.8292 per share.
• Concurrently, 5,625 ordinary shares were disposed of at a weighted average price of $2.2067 per share, with individual sale prices ranging from $2.20 to $2.225.
• Following these transactions, Ophir Eran beneficially owns 11,375 ordinary shares directly and 17,000 ordinary shares directly.
• An option to buy 5,625 ordinary shares at $0.8292, with an expiration date of November 9, 2032, is also held, with a portion vested and the remainder vesting quarterly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While it involves stock transactions by a key executive, the use of a Rule 10b5-1 plan indicates a structured and compliant approach, mitigating concerns about insider trading.

Positives

• The CEO is utilizing a Rule 10b5-1 plan, which is a structured and compliant method for insider stock transactions, demonstrating adherence to regulatory guidelines.
• The acquisition of shares at a lower price ($0.8292) could indicate a belief in future value appreciation by the CEO.
• The CEO continues to hold a significant number of shares (11,375 directly, plus options), indicating ongoing commitment to the company.

Negatives

• The sale of 5,625 shares at a significantly higher price ($2.2067 average) than the purchase price ($0.8292) represents a realization of profit by the CEO.
• The disposal of shares, even under a 10b5-1 plan, can sometimes be interpreted negatively by the market if not accompanied by clear strategic rationale or significant retained ownership.

Risks

• The Rule 10b5-1 plan itself is subject to specific conditions and potential scrutiny if not properly implemented and disclosed.
• While not explicitly stated as a risk in this filing, the disposal of shares by a CEO can sometimes lead to investor concern about insider confidence, depending on the volume and context.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions executed under a Rule 10b5-1 plan.

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 $2.20 to $2.225 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.

Industry Context

StockSavvy.ai notes that the use of Rule 10b5-1 plans by executives is a common and accepted practice for managing personal stock portfolios while avoiding accusations of insider trading. This filing indicates standard corporate governance procedures are being followed by Compugen's CEO.

Corporate Governance

Stakeholder Impact

• Shareholders: The transactions are conducted under a Rule 10b5-1 plan, which is designed to provide transparency and avoid market manipulation concerns. The CEO's continued ownership and option holdings suggest ongoing commitment.
• Employees: The CEO's compensation structure, including stock options, is typical and aligns with performance incentives.
• Management: The filing confirms the CEO is actively managing their personal holdings in a compliant manner.

Next Steps

• The CEO's stock options continue to vest quarterly, subject to continued service.
• The CEO may continue to execute trades under the Rule 10b5-1 plan as per its terms.

Key Dates

Keywords

Compugen, CGEN, Form 4, Insider Trading, Rule 10b5-1, Ophir Eran, Stock Options, Share Acquisition, Share Disposition, Beneficial Ownership