UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~December~~February ~~2025~~2026

Commission File Number 000-30902

COMPUGEN LTD.

(Translation of registrant’s name into English)

26 Harokmim Street

Holon 5885849, Israel

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-‑F:

Form 20-F ☒ Form 40-F ☐

Compugen Ltd.

On ~~December~~February 1612, ~~2025~~2026, Compugen Ltd. (~~“Compugen”) and MedImmune Limited, a member of~~ the ~~AstraZeneca Group (~~“~~AstraZeneca~~Company”), ~~entered~~issued ~~into~~a ~~amendment~~press ~~number~~release 4announcing tothe ~~that~~appointment ~~certain~~of ~~license~~Michele ~~agreement~~Holcomb, ~~dated March 30~~Ph.D., ~~2018, by and between the parties,~~ as ~~subsequently~~a ~~amended~~new ~~prior~~independent ~~to the date hereof (the “Amendment”). Pursuant to the Amendment~~director, ~~Compugen sold to AstraZeneca~~ a ~~portion~~copy of ~~its~~which ~~existing~~is ~~royalty~~furnished ~~interest~~as ~~in rilvegostomig for a $65 million~~Exhibit ~~upfront~~ 99.1 ~~payment, due within five~~ (~~5) business days of~~ the ~~date~~“Press ofRelease”) ~~the Amendment. Additionally, pursuant~~ to ~~the~~this ~~Amendment,~~Report ~~the~~on ~~milestone~~Form ~~payment~~6-K toand beincorporated ~~paid to Compugen in connection with the next milestone, which is the first acceptance of the Biologics License Application (“BLA”) was increased~~ by ~~$25~~reference ~~million~~herein.

~~The~~Following ~~foregoing~~her ~~summary~~appointment, ofeffective ~~the~~February ~~Amendment~~11, is2026, ~~not~~Dr. ~~complete~~Michele ~~and~~Holcomb iswill ~~subject~~hold ~~to,~~office ~~and~~until ~~qualified~~immediately infollowing ~~its~~the ~~entirety~~annual ~~by,~~general ~~the~~meeting ~~provisions~~ of the ~~Amendment,~~Company’s ~~which~~shareholders isfor ~~filed~~2026 asand ~~Exhibit~~until her ~~10.1~~respective tosuccessor ~~this~~has ~~Report~~been onelected, ~~Form 6-K~~or ~~and~~until her office is ~~incorporated~~vacated ~~herein~~earlier byin ~~reference~~accordance with the provisions of the Companies Law and the Articles.

InWith ~~addition,~~the onexception ~~December~~of 17the second, ~~2025~~third, ~~Compugen~~and ~~issued~~fourth aparagraphs ~~press~~in ~~release announcing~~ the ~~Amendment (the “~~Press Release~~”).~~, ~~A copy of~~ the ~~Press~~information ~~Release~~incorporated isby ~~furnished as~~reference, ~~Exhibit~~and ~~99.1~~included, toin this Report on Form 6-K ~~and~~is ~~shall~~hereby ~~not~~incorporated beby reference ~~deemed~~into ~~“filed”~~the ~~for~~Company’s ~~purposes~~Registration ofStatement ~~Section~~on 18Form ofF-3, ~~the~~File ~~Securities~~No. ~~Exchange Act of 1934~~333-270985.

The information contained in this Form 6-K is hereby incorporated by reference into Compugen’s Registration Statement on Form F-3, File No. 333-270985.

Exhibit
Number	Description of Exhibit

99.1	Press Release dated February 12, 2026 – “Compugen Announces the Appointment of Michele Holcomb, Ph.D., to its Board of Directors”

Exhibit Number Description of Exhibit

10.1# Amendment No. 4 to the License Agreement, by and between Compugen and MedImmune, dated December 16, 2025

99.1 Press Release dated December 17, 2025 – “Compugen Monetizes Portion of Rilvegostomig Future Royalties to AstraZeneca for Up to $90 Million”

# Portions of this exhibit (indicated by asterisks therein) have been omitted as these portions are both not material and private or confidential.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COMPUGEN LTD.
Date: December 17, 2025	By:	/s/ Eran Ben Dor
Date: February 12, 2026	By:	/s/ Eran Ben Dor
		Eran Ben Dor General Counsel
		Eran Ben Dor
		General Counsel

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