SEC FORM 3

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SEC Form 3

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

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1. Name and Address of Reporting Person^*

Cohen-Dayag Anat

(Last)

(First)

(Middle)

C/O COMPUGEN LTD.

26 HAROKMIM STREET

(Street)

HOLON

5885849

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
COMPUGEN LTD [ CGEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	108,622⁽¹⁾	D

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)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Share Option (right to buy)	⁽²⁾	08/01/2026	Ordinary Shares	100,000	$6.65	D
Share Option (right to buy)	⁽²⁾	08/30/2027	Ordinary Shares	100,000	$2.85	D
Share Option (right to buy)	⁽²⁾	07/31/2028	Ordinary Shares	120,000	$3.15	D
Share Option (right to buy)	⁽²⁾	03/19/2029	Ordinary Shares	120,000	$3.8	D
Share Option (right to buy)	⁽²⁾	08/01/2029	Ordinary Shares	30,000	$3.24	D
Share Option (right to buy)	⁽²⁾	07/29/2030	Ordinary Shares	150,000	$14.4	D
Share Option (right to buy)	⁽²⁾	07/27/2031	Ordinary Shares	150,000	$6.45	D
Share Option (right to buy)	⁽³⁾	03/24/2032	Ordinary Shares	150,000	$3.24	D
Share Option (right to buy)	⁽⁴⁾	08/03/2033	Ordinary Shares	150,000	$1.15	D
Share Option (right to buy)	⁽⁴⁾	09/20/2033	Ordinary Shares	150,000	$1.02	D
Share Option (right to buy)	⁽⁵⁾	07/31/2034	Ordinary Shares	195,000	$1.69	D
Share Option (right to buy)	⁽⁶⁾	09/16/2035	Ordinary Shares	100,000	$1.38	D

Explanation of Responses:

1. Includes 36,091 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.

2. Fully vested.

3. 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.

4. 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.

5. 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.

6. This option vests 25% on September 30, 2026 and the remainder vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer.

	/s/ Anat Cohen- Dayag	03/18/2026
	** Signature of Reporting Person	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.