COMPASS Pathways plc 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK Market Information and Holders of Ordinary Shares and ADSs Our American Depositary Shares, or ADSs, each represent one ordinary share, nominal value £0.008 per share, of COMPASS Pathways plc. An ADS may be evidenced by an American Depositary Receipt issued by Citibank, N.A. as depositary bank. Our ADSs have been listed and traded on The Nasdaq Global Select Market under the symbol “CMPS” since September 18, 2020. As of February 22, 2023, there were approximately ten holders of record of our ordinary shares, nominal value £0.008 per share, and four holders of record of our ADSs. The closing sale price per ADS on The Nasdaq Global Select Market on February 22, 2023 was $8.60. Dividends We have never declared or paid any cash dividend, and we do not anticipate declaring or paying any cash dividends in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Under English law, among other things, we may only pay dividends if we have sufficient distributable reserves (on a non-consolidated basis), which are our accumulated realized profits that have not been previously distributed or capitalized less our accumulated realized losses, so far as such losses have not been previously written off in a reduction or reorganization of capital. Our Equity Compensation Plans Information Information required by Item 5 of Form 10-K regarding our equity compensation plans is incorporated herein by reference in Item 12 of Part III of this Annual Report. Unregistered sale of equity securities We did not have any sales of unregistered securities in 2022. Issuer Purchases of Equity Securities The following table summarizes the surrenders of our equity securities during the three months ended December 31, 2022: Period Total Number of Shares Purchased(a) Average Price Paid per Share(a) Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs October 1 to October 31, 2022 0 0 0 0 November 1 to November 30, 2022 0 0 0 0 December 1 to December 31, 2022 8,986.00 $9.20 0 0 Three Months Ended December 31, 2022 8,986.00 $9.20 0 0 (a) Represents ordinary shares surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of equity awards under our equity incentive plans. Defaults upon senior securities Not applicable ITEM 6. [RESERVED] 134 Table of Contents