What changed in this filing

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Item 9A. Controls and Procedures

2026-03-24 compared with 2025-02-27 · 400 added, 286 removed, 994 unchanged (41% of the section changed)

8 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

15 unchanged sentences

This discussion applies only to a U.S.

Holder holds our ordinary shares or ADSs as a capital asset for tax purposes (generally, property held for investment).

Holder who holds our ordinary shares or ADSs as a capital asset for tax purposes (generally, property held for investment).

In addition, it does not describe all of the tax consequences that may be relevant in light of a U.S.

Holder’s particular circumstances, including state and local tax consequences, estate tax consequences, alternative minimum tax consequences, the special tax accounting

rules under Section 451(b) of the Code, the potential application of the Medicare contribution tax, and tax consequences applicable to U.S.

Holder’s particular circumstances, including state and local tax consequences, estate tax consequences, alternative minimum tax consequences, the special tax accounting rules under Section 451(b) of the Code, the potential application of the Medicare contribution tax, and tax consequences applicable to U.S.

Holders subject to special rules, such as:

35 unchanged sentences

Accordingly, no gain or loss will be recognized upon an exchange of ADSs for ordinary shares.

Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the

issuer of the security underlying our ADS may be taking actions that are inconsistent with the beneficial ownership of the underlying security.

Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying our ADS may be taking actions that are inconsistent with the beneficial ownership of the underlying security.

Accordingly the creditability of foreign taxes, if any, as described below, could be affected by actions taken by intermediaries in the chain of ownership between the holders of ADSs and our company if as a result of such actions the holders of ADSs are not properly treated as beneficial owners of the underlying ordinary shares.

12 unchanged sentences

We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation, the equity of which we own, directly or indirectly, 25% or more (by value).

Based on the composition of our income and assets and the value of our assets, we believe that we were a PFIC for U.S.

federal income tax purposes for our taxable year ended December 31, 2023 and we believe that we were not a PFIC for U.S.

federal income tax purposes for our taxable year ended December 31, 2024.

Based on the composition of our income and assets and the value of our assets, we believe that we were not a PFIC for U.S.

federal income tax purposes for our taxable year ended December 31, 2024 and our taxable year ended December 31, 2025.

However, no assurances regarding our PFIC status can be provided for any past, the current, or any future taxable years.

25 unchanged sentences

Holder makes a QEF Election or (ii) our ordinary shares or ADSs constitute “marketable” securities, and such U.S.

Holder makes a

mark-to-market election as discussed below.

Holder makes a mark-to-market election as discussed below.

Distributions a U.S.

23 unchanged sentences

Holder’s adjusted basis in the ordinary shares or ADSs over the fair market value of the ordinary shares or ADSs at the close of the taxable year, but this deduction is allowable only to the extent of any net mark-to-market gains for prior years.

Gains from an actual sale or other disposition of the ordinary shares or ADSs will be treated as ordinary income, and any losses incurred on a sale or other disposition of the shares will be treated as an ordinary loss to the extent of any net mark-to-market gains for prior years.

Gains from an actual sale or other disposition of the ordinary shares or ADSs will be treated as ordinary income,

and any losses incurred on a sale or other disposition of the shares will be treated as an ordinary loss to the extent of any net mark-to-market gains for prior years.

Once made, the election cannot be revoked without the consent of the Internal Revenue Service, or the IRS, unless the ordinary shares or ADSs cease to be marketable.

13 unchanged sentences

federal income tax return to remain open with regard to the items required to be included in such report until three years after the U.S.

Holder files the annual report, and, unless such failure is due to

reasonable cause and not willful neglect, the statute of limitations for the U.S.

Holder files the annual report, and, unless such failure is due to reasonable cause and not willful neglect, the statute of limitations for the U.S.

Holder’s entire U.S.

36 unchanged sentences

The amount of the gain or loss will equal the difference between the U.S.

Holder’s tax basis in the ordinary shares or ADSs disposed of and the amount realized on the disposition, in each case as determined in U.S.

Holder’s tax basis in the ordinary shares or ADSs

disposed of and the amount realized on the disposition, in each case as determined in U.S.

This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

30 unchanged sentences

Holders should consult their tax advisers regarding their reporting obligations with respect to their ownership and disposition of the ordinary shares or ADSs.

The following is intended as a general guide to current UK tax law and HM Revenue & Customs, or HMRC, published guidance (which is not binding) applying as at the date of this Annual Report (both of which are subject to change at any time, possibly with retrospective effect) relating to the holding of ADSs.

It does not constitute legal or tax advice and does not purport to be a complete analysis of all UK tax considerations relating to the holding of ADSs, or all of the circumstances in which holders of ADSs may benefit from an exemption or relief from UK taxation.

It does not constitute legal or tax advice and does not purport to be a complete analysis of all UK tax considerations relating to the holding of ordinary shares or ADSs, or all of the circumstances in which holders of ordinary shares or ADSs may benefit from an exemption or relief from UK taxation.

It is written on the basis that we do not (and will not) directly or indirectly derive 75% or more of its qualifying asset value from UK land, and that we are and will remain solely resident in the UK for tax purposes and will therefore be subject to the UK tax regime and not the U.S.

1 unchanged sentence

Federal Income Tax Considerations for U.S.

Except to the extent that the position of non-UK resident persons is expressly referred to, this guide relates only to persons who are resident (and in the case of individuals, domiciled or deemed domiciled) for tax purposes solely in the UK and do not have a permanent establishment, branch or agency (or equivalent) in any other jurisdiction with which the holding of our ADSs is connected, or UK Holders, who are absolute beneficial owners of our ADSs (and do not hold our ADSs through an Individual Savings Account or a Self-Invested Personal Pension).

Except to the extent that the position of non-UK resident persons is expressly referred to, this guide relates only to persons who are resident for tax purposes solely in the UK and do not have a permanent establishment, branch or agency (or equivalent) in any other jurisdiction with which the holding of our ordinary shares or ADSs is connected, or UK Holders, who are absolute beneficial owners of our ordinary shares or ADSs (and do not hold our ordinary shares or ADSs through an Individual Savings Account or a Self-Invested Personal Pension or any other wrapper or similar product).

This guide may not relate to certain classes of UK Holders, such as (but not limited to):

5 unchanged sentences

• pension schemes;

• market makers, intermediaries, brokers or dealers in securities or persons who hold ADSs otherwise than as an investment;

• persons who have (or are deemed to have) acquired their ADSs by virtue of an office or employment or who are or have been our officers or employees or any of our affiliates;

• individuals who are subject to UK taxation on a remittance basis or to whom split-year treatment applies.

• market makers, intermediaries, brokers or dealers in securities or persons who hold ordinary shares or ADSs otherwise than as an investment;

• persons who have (or are deemed to have) acquired their ordinary shares or ADSs by virtue of an office or employment or who are or have been our officers or employees or any of our affiliates.

The decision of the First-tier Tribunal (Tax Chamber) in HSBC Holdings PLC and The Bank of New York Mellon Corporation v HMRC (2012) cast some doubt on whether a holder of a depositary receipt is the beneficial owner of the underlying shares.

1 unchanged sentence

THESE PARAGRAPHS ARE A SUMMARY OF CERTAIN UK TAX CONSIDERATIONS AND ARE INTENDED AS A GENERAL GUIDE ONLY.

IT IS RECOMMENDED THAT ALL HOLDERS OF ADSs OBTAIN ADVICE AS TO THE CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF OUR ADSs IN THEIR OWN PARTICULAR CIRCUMSTANCES FROM THEIR OWN TAX ADVISORS.

IN PARTICULAR, NON-UK RESIDENT OR DOMICILED PERSONS OR PERSONS SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UK ARE ADVISED TO CONSIDER THE POTENTIAL IMPACT OF ANY RELEVANT DOUBLE TAXATION AGREEMENTS.

IT IS RECOMMENDED THAT ALL HOLDERS OF ORDINARY SHARES OR ADSs OBTAIN ADVICE AS TO THE CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF OUR ORDINARY SHARES OR ADSs (AS APPLICABLE) IN THEIR OWN PARTICULAR CIRCUMSTANCES FROM THEIR OWN TAX ADVISORS.

IN PARTICULAR, NON-UK RESIDENT OR PERSONS SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UK ARE ADVISED TO CONSIDER THE POTENTIAL IMPACT OF ANY RELEVANT DOUBLE TAXATION AGREEMENTS.

Withholding Tax

1 unchanged sentence

An individual UK Holder may, depending on his or her particular circumstances, be subject to UK tax on dividends received from us.

An individual holder of ADSs who is not resident for tax purposes in the UK should not be chargeable to UK income tax on dividends received from us unless he or she carries on (whether solely or in partnership) a trade, profession or vocation in the UK through a permanent establishment, branch or agency to which our ADSs are attributable.

An individual holder of ordinary shares or ADSs who is not resident for tax purposes in the UK should not be chargeable to UK income tax on dividends received from us unless he or she carries on (whether solely or in partnership) a trade, profession or vocation in the UK through a permanent establishment, branch or agency to which our ordinary shares or ADSs (as applicable) are attributable.

There are certain exceptions for trading in the UK through independent agents, such as some brokers and investment managers.

2 unchanged sentences

Income within the dividend allowance counts towards an individual’s basic, higher or additional rate limits and may, therefore, affect the level of personal allowance to which they are entitled.

Dividend income received during the 2024/2025 tax year in excess of the relevant tax-free allowance will (subject to the availability of any income tax personal allowance) be taxed at 8.75% to the extent the excess amount falls within the basic rate band, 33.75% to the extent the excess amount falls within the higher rate band, and 39.35% to the extent the excess amount falls within the additional rate band.

Dividend income received during the 2025/2026 tax year in excess of the relevant tax-free allowance will (subject to the availability of any income tax personal allowance) be taxed at 8.75% for the tax year 2025/2026 (rising to 10.75% for the tax year 2026/2027) to the extent the excess amount falls within the basic rate band, 33.75% for the tax year 2025/2026 (rising to 35.75% for the tax year 2026/2027) to the extent the excess amount falls within the higher rate band, and 39.35% (for the tax years 2025/2026 and 2026/2027) to the extent the excess amount falls within the additional rate band.

Corporation Tax

A corporate holder of ADSs who is not resident for tax purposes in the UK should not be chargeable to UK corporation tax on dividends received from us unless it carries on (whether solely or in partnership) a trade in the UK through a permanent establishment to which our ADSs are attributable.

A corporate holder of ordinary shares or ADSs who is not resident for tax purposes in the UK should not be chargeable to UK corporation tax on dividends received from us unless it carries on (whether solely or in partnership) a trade in the UK through a permanent establishment to which our ordinary shares or ADSs (as applicable) are attributable.

Corporate UK Holders should not be subject to UK corporation tax on any dividend received from us so long as the dividends qualify for exemption, which should be the case, although certain conditions must be met.

It should be noted that the exemptions, whilst of wide application, are not comprehensive and are subject to anti-avoidance rules in relation to a dividend.

It should be noted that the exemptions, while of wide application, are not comprehensive and are subject to anti-avoidance rules in relation to a dividend.

If the conditions for the exemption are not satisfied, or such anti-avoidance provisions apply or such UK Holder elects for an otherwise exempt dividend to be taxable, UK corporation tax will be chargeable on the amount of any dividends (at the current rate of 25% for companies with profits of more than £250,000 or 19% for companies with profits not exceeding £50,000 with a marginal relief applying to profits between £50,000 and £250,000, in each case for the 2025/2026 tax year).

Chargeable Gains

A disposal or deemed disposal of ADSs by a UK Holder may, depending on the UK Holder’s circumstances and subject to any available exemptions or reliefs (such as the annual exemption), give rise to a chargeable gain or an allowable loss for the purposes of UK capital gains tax (for individual UK Holders) and corporation tax on chargeable gains (for corporate UK Holders).

If an individual UK Holder who is subject to UK income tax at either the higher or the additional rate is liable to UK capital gains tax on the disposal of ADSs, the capital gains tax rate is 24% (for the period of the 2024/2025 tax year from October 30, 2024;

the rate from April 6, 2024 to October 29, 2024 was 20%).

For an individual UK Holder who is subject to

UK income tax at the basic rate and liable to UK capital gains tax on such disposal, the current applicable rate would be 1 8 % (for the period of the 2024/2025 tax year from October 30, 2024;

the rate from April 6, 2024 to October 29, 2024 was 10%), save to the extent that any capital gains when aggregated with the UK Holder’s other taxable income and gains in the relevant tax year exceed the unused basic rate tax band.

In that case, the capital gains tax rate currently applicable to the excess would be 2 4 % (for the period of the 2024/2025 tax year from October 30, 2024;

the rate from April 6, 2024 to October 29, 2024 was 20%)...

If a corporate UK Holder becomes liable to UK corporation tax on the disposal (or deemed disposal) of ADSs, the main rate of UK corporation tax would apply (currently at 25% for companies with profits of more than £250,000 or 19% for companies with profits not exceeding £50,000 with a marginal relief applying to profits between £50,000 and £250,000, in each case for the 2024/2025 tax year).

A holder of ADSs that is not resident for tax purposes in the UK should not normally be liable to UK capital gains tax or corporation tax on chargeable gains on a disposal (or deemed disposal) of ADSs, unless the person is carrying on (whether solely or in partnership) a trade, profession or vocation in the UK through a branch or agency (or, in the case of a corporate holder of ADSs, through a permanent establishment) to which our ADSs are attributable.

However, an individual holder of ADSs who has ceased to be resident for tax purposes in the UK or is treated as resident outside the UK for the purposes of a double taxation treaty for a period of five years or less and who disposes of ADSs during that period of temporary non-residence may be liable on his or her return to the UK (or upon ceasing to be regarded as resident outside the UK for the purposes of any relevant double taxation treaty) to UK tax on any capital gain realized (subject to any available exemption or relief).

A disposal or deemed disposal of ordinary shares or ADSs by a UK Holder may, depending on the UK Holder’s circumstances and subject to any available exemptions or reliefs (such as the annual exemption), give rise to a chargeable gain or an allowable loss for the purposes of UK capital gains tax (for individual UK Holders) and corporation tax on chargeable gains (for corporate UK Holders).

If an individual UK Holder who is subject to UK income tax at either the higher or the additional rate is liable to UK capital gains tax on the disposal of ordinary shares or ADSs, the capital gains tax rate is 24% (for the 2025/2026 tax year).

For an individual UK Holder who is subject to UK income tax at the basic rate and liable to UK capital gains tax on such disposal, the current applicable rate would be 1 8 % (for the 2025/2026 tax year), save to the extent that any capital gains when aggregated with the UK Holder’s other taxable income and gains in the relevant tax year exceed the unused basic rate tax band.

In that case, the capital gains tax rate currently applicable to the excess would be 24% (for the 2025/2026 tax year).

If a corporate UK Holder becomes liable to UK corporation tax on the disposal (or deemed disposal) of ordinary shares or ADSs, the main rate of UK corporation tax would apply (currently at 25% for companies with profits of more than £250,000 or 19% for companies with profits not exceeding £50,000 with a marginal relief applying to profits between £50,000 and £250,000, in each case for the 2025/2026 tax year).

A holder of ordinary shares or ADSs that is not resident for tax purposes in the UK should not normally be liable to UK capital gains tax or corporation tax on chargeable gains on a disposal (or deemed disposal) of ordinary shares or ADSs, unless the person is carrying on (whether solely or in partnership) a trade, profession or vocation in the UK through a branch or agency (or, in the case of a corporate holder of ordinary shares or ADSs, through a permanent establishment) to which our ordinary shares or ADSs (as applicable) are attributable.

However, an individual holder of ordinary shares or ADSs who has ceased to be resident for tax purposes in the UK or is treated as resident outside the UK for the purposes of a double taxation treaty for a period of five years or less and who disposes of ordinary shares or ADSs during that period of temporary non-residence may be liable on his or her return to the UK (or upon ceasing to be regarded as resident outside the UK for the purposes of any relevant double taxation treaty) to UK tax on any capital gain realized (subject to any available exemption or relief), despite the fact that the individual may not be resident in the UK at the time of the disposal.

Stamp Duty and Stamp Duty Reserve Tax

1 unchanged sentence

Issue of Ordinary Shares

As a general rule (and except in relation to depositary receipt systems and clearance services (as to which see below)), no UK stamp duty or stamp duty reserve tax, or SDRT, is generally payable on the issue of the ordinary shares underlying our ADSs.

Transfer of Ordinary Shares

2 unchanged sentences

Transfers of ordinary shares by way of a written instrument of transfer are generally also subject to stamp duty at the rate of 0.5% of the amount or value of the consideration given for the transfer (rounded up to the nearest £5.00).

Stamp duty is normally paid by the purchaser.

Stamp duty is

normally paid by the purchaser.

The charge to SDRT will be cancelled or, if already paid, repaid (generally with interest), where a transfer instrument has been duly stamped within six years of the charge arising, (either by paying the stamp duty or by claiming an appropriate relief) or if the instrument is otherwise exempt from stamp duty.

22 unchanged sentences

A disposal or deemed disposal of a warrant or (following the exercise of a warrant) the asset underlying the warrant by a UK Holder (may, depending on the UK Holder’s circumstances and subject to any available exemptions or reliefs (such as the annual exemption), give rise to a chargeable gain or an allowable loss for the purposes of UK corporation tax on chargeable gains and capital gains tax.

If an individual UK Holder who is subject to UK income tax at either the higher or the additional rate is liable to UK capital gains tax on the disposal of our warrants or (following exercise of a warrant) the underlying assets, the current applicable rate will be 24% (for the period from 30 October 2024 to the end of the 2024/2025 tax year).

For an individual UK Holder who is subject to UK income tax at the basic rate and liable to UK capital gains tax on such disposal, the current applicable rate would be 18% (for the period from 30 October 2024 to the end of the 2024/2025 tax year), save to the extent that any capital gains when aggregated with the UK Holder’s other taxable income and gains in the relevant tax year exceed

the unused basic rate tax band.

In that case, the rate currently applicable to the excess would be 24% (for the period from 30 October 2024 to the end of the 2024/2025 tax year).

If a corporate UK Holder becomes liable to UK corporation tax on the disposal (or deemed disposal) of a warrant or (following the exercise of a warrant) the asset underlying the warrant, the main rate of UK corporation tax would apply (at 25% for the tax year 2024/2025 for companies with profits of more than £50,000 whilst the prior rate of 19% will apply to companies with profits not exceeding £250,000 with a tapered rate applying to profits between £50,000 and £250,000).

For an individual UK Holder who is subject to UK income tax at the basic rate and liable to UK capital gains tax on such disposal, the current applicable rate would be 18% (for the 2025/2026 tax year), save to the extent that any capital gains when aggregated with the UK Holder’s other taxable income and gains in the relevant tax year exceed the unused basic rate tax band.

In that case, the rate currently applicable to the excess would be 24% (for the 2025/2026 tax year).

If a corporate UK Holder becomes liable to UK corporation tax on the disposal (or deemed disposal) of a warrant or (following the exercise of a warrant) the asset underlying the warrant, the main rate of UK corporation tax would apply (at 25% for companies with profits of more than £250,000 or 19% for companies with profits not exceeding £50,000, with a marginal relief applied to profits between £50,000 and £250,000, in each case for the 2025/2026 tax year).

A holder of warrants (or the underlying asset thereof) that is not resident for tax purposes in the UK should not normally be liable to UK capital gains tax or corporation tax on chargeable gains on a disposal (or deemed disposal) of a warrant or (following exercise) the asset underlying the warrant, unless the person is carrying on (whether solely or in partnership) a trade, profession or vocation in the UK through a branch or agency (or, in the case of a corporate holder of warrants or (following exercise) the underlying assets, through a permanent establishment) to which our warrants (or, following an exercise, the underlying assets) are attributable.

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Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior officers.

The full text of our code of business conduct and ethics is posted on the Investor Relations section of our website at ir.compasspathways.com.

Our website is not incorporated by reference in this filing.

The full text of our code of business conduct and ethics is posted on the Investor Relations section of our website at ir.compasspathways.com under “Corporate governance documents.” Our website is not incorporated by reference in this filing.

We will disclose any amendments to our code of business conduct and ethics, or waivers of its requirements granted to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, on our website or in filings under the Exchange Act as required by applicable law or the listing standards of the Nasdaq Stock Market.

12 unchanged sentences

The following financial statements are submitted in a separate section beginning on page F-1 of this Annual Report, as follows:

Report of Independent Registered Public Accounting Firm (PCAOB ID 876)

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) F- 3

Report of Independent Registered Public Accounting Firm (PCAOB ID 879) F- 3

Consolidated Balance Sheets F- 4

Consolidated Statements of Operations and Comprehensive Loss F- 5

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Shareholders’ (Deficit)/Equity F- 6

Consolidated Statements of Cash Flows F- 7

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Form 8-K 001-39522 4.1 08/16/2023

F orm of Pre-funded Warrant

Form of Pre- F unded Warrant

001-39522 4.1

F orm of ADS Warrant

Form of ADS Warrant

001-39522 4.2

18 unchanged sentences

10-Q 001-39522 10.1 05/10/2022

Employment Agreement dated August 1, 2022 by and between COMPASS Pathways plc and Kabir Nath.

8-K 001-39522 10.1 07/19/2022

10.10# Form of Inducement Award Non-Qualified Share Option Agreement.

2 unchanged sentences

10-Q 001-39522 10.1 05/11/2023

Loan and Security Agreement, dated as of June 30, 2023, by and among the COMPASS Pathways plc, and is entered into by and among COMPASS Pathways plc and its subsidiaries, the lenders party thereto and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent.

8-K 001-39522 10.1 07/05/2023

10.12 Securities Purchase Agreement, dated August 16, 2023, by and among the Company and the Purchasers.

12 unchanged sentences

10-Q 001-39522 10.1 05/08/2024

Employment Agreement dated April 15, 2024 with Kabir Nath

10.18# Amended and Restated Employment Agreement dated May 7, 2025 between Compass Pathfinder Limited and Kabir Nath

10-Q 001-39522 10.1 05/08/2025

First Amendment dated October 30, 2024 to the Loan and Security Agreement, dated as of June 30, 2023, by and among the COMPASS Pathways plc, and its subsidiaries, the lenders party thereto and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent

10.19# Settlement Agreement with Matthew Owens dated December 19, 2024

C ompass Pathways plc I nsider Trading Policy

10-K 001-39522 10.22 02/27/2025

10.20# Amendment dated May 7, 2025 to Employment Agreement dated December 6, 2023 between Compass Pathways, Inc.

and Teri Loxam

10-Q 001-39522 10.2 05/08/2025

10.21# Amended and Restated Employment Agreement dated May 7, 2025 between Compass Pathfinder Limited and Guy Goodwin

10-Q 001-39522 10.3 05/08/2025

Amendment No.

1 dated April 30, 2025 to Master Research Collaboration Agreement by and among COMPASS Pathfinder Limited, King’s College London and South London and Maudsley NHS Foundation Trust, dated March 22, 2022

10-Q 001-39522 10.4 05/08/2025

10.23 License Agreement and Addendum between Fora Space Limited and COMPASS Pathfinder Limited dated June 6, 2025 .

10-Q 001-39522 10.1 07/31/2025

10.23 S econd Amendment to Loan and Security Agre ement, dated as of June 30, 202 3, by and amon g COMPASS Pathways plc, a nd its subsidiaries, the lenders party thereto and Hercules Capital, Inc., in its capac i t y as administrative agen t and colla teral agent.

10-Q 001-39522 10.2 7/31/2025

Third Amendment to Loan and Security Agreement, dated as of June 30, 2023, by and among COMPASS Pathways plc and its subsidiaries, the lenders party thereto and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent.

001-39522 10.1

16.1 Letter from PwC UK to the Securities and Exchange Commission, dated April 16, 2025.

8-K 001-39522 16.1 04/16/2025

19.1 Compass Pathways plc Insider Trading Policy

10-K 001-39522 19.1 02/27/2025

21.1 Subsidiaries of COMPASS Pathways plc.

1 unchanged sentence

23.1* Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm

23.2* Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm

31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13(a)-14(a)/15d-14(a), by Principal Executive Officer

23 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Report of Independent Registered Public Accounting Firm (PCAOB ID 879 )

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Shareholders’ (Deficit) / Equity

Consolidated Statements of Cash Flows

3 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Compass Pathways plc (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, of shareholders’ equity, and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Compass Pathways plc and its subsidiaries (the "Company") as of December 31, 2025, and the related consolidated statements of operations and comprehensive loss, of shareholders' (deficit) equity and of cash flows for the year then ended, including the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

2 unchanged sentences

Benefit from Research and Development Tax Credit

As disclosed in Notes 2 and 3 to the consolidated financial statements, the Company’s balance of UK research and development (“R&D”) tax credit was $20.7 million.

As a company that carries out extensive R&D activities, the Company benefits from the UK R&D tax credit regime under the scheme for small or medium-sized enterprises (“SME’s”).

Under the SME regime, the Company is able to surrender some of its trading losses that arise from qualifying R&D activities for a cash rebate of a portion of such qualifying R&D expenditure.

As disclosed by management, they evaluate each reporting period which UK R&D tax credit programs they expect to be eligible for, that they plan to submit a claim for and have reasonable assurance that the amount will ultimately be realized.

For the year ended December 31, 2024 management believes that the Company meets the R&D intensity condition and has therefore calculated its R&D tax credit at the enhanced rate on the basis that it is research intensive.

The principal consideration for our determination that performing procedures relating to benefit from research and development tax credit is a critical audit matter is a high degree of auditor effort in performing procedures and evaluating audit evidence related to the benefit from R&D tax credit.

As described in Note 2 to the consolidated financial statements, the Company carries out extensive research and development (“R&D”) activities and benefits from the UK R&D tax credit regime.

Under the UK R&D tax credit regime, the Company is able to claim a cash rebate based on a portion of such qualifying R&D expenditure.

The Company assesses its research and development activities and expenditures to determine whether the nature of the activities and expenditures will qualify for credit under the UK R&D tax credit regime and whether the claims will ultimately be realized based on the allowable reimbursable expense criteria established by the U.K.

government, which are subject to interpretation.

For the portion of the expense that the Company expects to qualify under the programs and plans to submit a claim for, the Company records a benefit within other (expense) income, net which is included in the loss before income tax.

For the year ended December 31, 2025, the Company’s benefit from UK R&D tax credit was $3.7 million.

The principal consideration for our determination that performing procedures relating to the benefit from research and development tax credit is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s benefit from the UK R&D tax credit.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others, (i) evaluating management’s assessment of the nature of the activities performed by the Company and their qualification for the R&D tax credit program available for SME’s, (ii) testing the underlying expenditure and the appropriateness of management’s allocation of qualifying expenses, including determining the amount expected to be realized based on relevant criteria outlined in the tax credit program, and (iii) evaluating the appropriateness of management’s assessment as to whether the Company qualifies to claim under the R&D intensive scheme at an enhanced rate.

These procedures included, among others (i) evaluating management’s determination that the nature of the activities performed by the Company qualify for the UK R&D tax credit regime;

(ii) for a sample of R&D expenditures, testing accuracy and existence by obtaining and inspecting source documents, such as the underlying contracts or agreements, purchase orders, invoices, payroll records, and information received from certain third party service providers, where applicable, and testing the eligibility and classification of expense type based on the relevant tax laws;

(iii) testing management’s calculation of qualifying expenses based on the rates in the relevant tax laws;

and (iv) testing management’s calculation of the UK R&D tax credit in accordance with relevant tax laws.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

March 24, 2026

We have served as the Company's auditor since 2025.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Compass Pathways plc

Opinion on the Financial Statements

We have audited the consolidated balance sheet of Compass Pathways plc and its subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements of operations and comprehensive loss, of shareholders’ (deficit) equity, and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Reading, United Kingdom

February 27, 2025

We have served as the Company's auditor since 2018.

We served as the Company's auditor from 2018 to 2025.

COMPASS PATHWAYS PLC

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Total assets $ 210,349 $ 213,666

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES AND SHAREHOLDERS' (DEFICIT)/EQUITY

CURRENT LIABILITIES:

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Operating lease liabilities - current 2,110 1,725

Warrant liabilities 203,726 —

Total current liabilities 247,795 34,016

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Commitments and contingencies (Note 14)

SHAREHOLDERS' EQUITY:

SHAREHOLDERS' (DEFICIT)/EQUITY:

Ordinary shares, £ 0.008 par value;

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Accumulated deficit ( 822,594 ) ( 534,732 )

Total shareholders' equity 154,695 225,744

Total liabilities and shareholders' equity $ 213,666 $ 275,987

Total shareholders' (deficit)/equity ( 52,848 ) 154,695

Total liabilities and shareholders' (deficit)/equity $ 210,349 $ 213,666

The accompanying notes are an integral part of these consolidated financial statements.

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( 179,037 ) ( 178,205 )

OTHER INCOME (EXPENSE), NET:

OTHER (EXPENSE) INCOME, NET:

Fair value change of warrant liabilities ( 122,561 ) —

Benefit from R&D tax credit

21,097 12,875

Interest income

Foreign exchange (losses) gains

( 1,032 ) 3,686

Interest expense

( 4,517 ) ( 4,479 )

Total other income, net

24,677 19,235

Foreign exchange gains (losses) 3,471 ( 1,032 )

Total other (expense) income, net ( 111,298 ) 24,677

Loss before income taxes ( 290,335 ) ( 153,528 )

Income tax expense ( 1,594 ) ( 780 )

Income tax benefit (expense) 2,473 ( 1,594 )

Net loss $ ( 287,862 ) $ ( 155,122 )

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Net loss $ ( 287,862 ) $ ( 155,122 )

Other comprehensive income (loss):

Other comprehensive loss:

Foreign exchange translation adjustment 1,405 732

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COMPASS PATHWAYS PLC

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Shareholders’ (Deficit) Equity

(in thousands, except share and per share amounts)

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Dollars, unless otherwise stated)

ORDINARY SHARES

DEFERRED SHARES ADDITIONAL PAID-IN CAPITAL ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED DEFICIT TOTAL SHAREHOLDERS' EQUITY

£ 0.008 PAR VALUE

ORDINARY SHARES ADDITIONAL PAID-IN CAPITAL ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME ACCUMULATED DEFICIT TOTAL SHAREHOLDERS' (DEFICIT)/EQUITY

£ 0.008 PAR VALUE

SHARES AMOUNT SHARES AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT

SHARES AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT

Balance at December 31, 2023 61,943,471 $ 635 621,645 $ ( 16,926 ) $ ( 379,610 ) $ 225,744

42,631,794 $ 440 1 $ 28 $ 458,825 $ ( 16,867 ) $ ( 261,146 ) $ 181,280

Issuance of ordinary shares under ATM facility, net of issuance costs 2,509,798 25 26,194 — — 26,219

Issuance of ordinary shares under PIPE offering, net of issuance costs

16,076,750 163 — — 116,652 — — 116,815

Issuance of warrants to purchase ordinary shares 3,752,050 38 37,220 — — 37,258

— — — — 687 — — 687

Exercise of share options 189,214 2 219 — — 221

Issuance of ordinary shares to settle vested restricted stock units 83,527 1 ( 1 ) — — —

Cancellation of deferred share

— — ( 1 ) ( 28 ) 28 — — —

Issuance of ordinary shares under employee share purchase plan 74,155 1 364 — — 365

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Share-based compensation expense — — 19,517 — — 19,517

Unrealized loss on foreign currency translation

— — — — — ( 59 ) — ( 59 )

Unrealized gain on foreign currency translation — — — 732 — 732

Net loss — — — — ( 155,122 ) ( 155,122 )

Balance at December 31, 2024 68,552,215 $ 702 704,919 $ ( 16,194 ) $ ( 534,732 ) $ 154,695

61,943,471 $ 635 — $ — $ 621,645 $ ( 16,926 ) $ ( 379,610 ) $ 225,744

Issuance of ordinary shares under ATM facility, net of issuance costs 2,509,798 25 — — 26,194 — — 26,219

Issuance of warrants to purchase ordinary shares 3,752,050 38 — — 37,220 — — 37,258

Issuance of ordinary shares, net of issuance costs 24,014,728 233 54,584 54,817

Exercise of share options 925,179 10 25 — — — — — 35

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Issuance of ordinary shares under employee share purchase plan 92,752 1 318 319

Shares tendered for withholding taxes — — — — ( 239 ) — — ( 239 )

Issuance of ordinary shares to settle warrant exercised 2,344,666 25 10,127 — — 10,152

Share-based compensation expense — — 13,590 — — 13,590

Unrealized gain on foreign currency translation — — — 1,405 — 1,405

— — — — — 732 — 732

Net loss — — — — ( 287,862 ) ( 287,862 )

Balance at December 31, 2025 96,085,785 $ 973 783,562 $ ( 14,789 ) $ ( 822,594 ) $ ( 52,848 )

68,552,215 $ 702 — $ — $ 704,919 $ ( 16,194 ) $ ( 534,732 ) $ 154,695

The accompanying notes are an integral part of these consolidated financial statements.

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Non-cash interest

Loss on disposal of property and equipment

Non-cash loss (gain) on foreign currency remeasurement

755 ( 2,617 )

Non-cash gain (loss) on foreign currency remeasurement ( 1,152 ) 755

Non-cash share-based compensation

1 unchanged sentence

Non-cash lease expenses

Transaction costs allocated to warrants 5,778 —

Fair value change of warrant liabilities 122,561 —

Changes in operating assets and liabilities

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Deferred and prepaid tax assets 23 686

Long-term prepaid expenses and other assets

135 ( 5,842 )

Other assets ( 4,711 ) 135

Operating lease liabilities ( 2,452 ) ( 2,265 )

2 unchanged sentences

Net cash used in operating activities ( 157,240 ) ( 119,186 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment — ( 66 )

Proceeds from disposal of property and equipment

Net cash used in investing activities — ( 64 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of ordinary shares, net of issuance costs 26,219 144,935

Proceeds from issuance of ordinary shares and Pre-funded Warrants, net of issuance costs 140,357 26,219

Proceeds from the exercise of warrants

Proceeds from the issuance of shares under the employee share purchase plan 365 351

Proceeds from the vesting of restricted share units 1 —

Payments of withholding tax on stock award

( 239 ) ( 265 )

Net proceeds from issuance of long-term debt

Payment of issuance cost of long-term debt

Proceeds from exercise of share options 221 2

Proceeds from the issuance of shares under the employee share purchase plan 319 365

Proceeds from exercise of options 35 221

Net cash provided by financing activities 140,712 63,824

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$ 755 $ 1,121

In 2023, the Company received $ 124.9 million in gross proceeds for the PIPE offering, of which $ 8.1 million was paid for issuance costs and the net proceeds of $ 116.8 million has been included in the proceeds from issuance of ordinary shares, net of issuance costs within the cash flows from financing activities.

The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of each of the periods, shown above:

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The Company is subject to risks and uncertainties common to clinical stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary intellectual property and technology, compliance with government regulations and the ability to secure additional capital to fund operations.

Therapeutic candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization.

The therapeutic candidate currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization.

These efforts require significant amounts of capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities.

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The Company has funded its operations with proceeds from the sale of its ordinary shares, American Depository Shares, or ADSs, including in its offerings pursuant to its at-the-market, or ATM, offering program, proceeds from a loan agreement with Hercules Capital, Inc., and proceeds from a private placement transaction, or the PIPE.

The Company is party to a Sales Agreement for its ATM offering program, dated October 8, 2021, with TD Securities (USA) LLC, or TD Cowen, under which the Company may issue and sell from time to time up to $ 150.0 million of its ADSs, each representing one ordinary share, through TD Cowen as the sales agent.

Sales of the Company’s ADSs, if any, will be made at market prices.

Since the establishment of the ATM offering program, t hrough December 31, 2024, the Company sold 5,491,836 ADSs under the ATM offering program, resulting in $ 54.8 million in net proceeds.

The Company was party to a Sales Agreement for its ATM offering program, dated October 8, 2021, with TD Securities (USA) LLC, or TD Cowen, under which the Company was able to issue and sell from time to time up to $ 150.0 million of its ADSs, each representing one ordinary share, through TD Cowen as the sales agent.

Pursuant to the Sales Agreement dated October 8, 2021, through February 27, 2025, the Company sold 5,491,836 ADSs under the Company's ATM offering program, resulting in $ 54.8 million in net proceeds.

On February 27, 2025, the Company entered into a new Sales Agreement to govern the Company’s ATM offering program with TD Cowen, or the Sales Agreement, under which the Company may issue and sell from time to time up to $ 150.0 million of our ADSs, subject to the terms of the Sales Agreement.

Sales of its ADSs, if any, will generally be made at market prices.

To date, the Company has not sold any ADSs under this Sales Agreement.

On June 30, 2023, the Company entered into a Loan Agreement with Hercules, which provided for aggregate maximum borrowings of up to $ 50.0 million, including a term loan of $ 30.0 million, which was funded on June 30, 2023.

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The PIPE Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the PIPE Warrants.

Through December 31, 2024, PIPE Warrants were exercised for 3,752,050 ADS, resulting in $ 37.3 million in exercise proceeds.

The Company will receive up to an additional approximately $ 122.4 million in gross proceeds if the PIPE Warrants are fully exercised.

The Company has incurred recurring losses since its inception, including net losses of $ 155.1 million and $ 118.5 for the years ended December 31, 2024 and 2023, respectively.

In addition, as of December 31, 2024, the Company had an accumulated deficit of $ 534.7 million.

During December 31, 2024, PIPE Warrants were exercised for 3,752,050 ADS, resulting in $ 37.3 million in exercise proceeds.

During the year ended December 31, 2025 no PIPE warrants were exercised.

The Company will receive up to an additional approximately $ 122.4 million in gross proceeds if the PIPE Warrants are fully exercised for cash.

In January 2025, the Company issued and sold (i) 24,014,728 American Depositary Shares, each representing one ordinary share, nominal value £ 0.008 each, of the Company and accompanying warrants to purchase up to 24,014,728 ADSs, and (ii) in lieu of ADSs, to certain investors, pre-funded warrants, or Pre-funded Warrants, to purchase up to 11,044,720 ADSs and accompanying ADS warrants, or 2025 ADS Warrants, to purchase up to 11,044,720 ADSs.

The offering price was $ 4.2750 per ADS and accompanying 2025 ADS Warrant, and $ 4.2649 per Pre-funded Warrant and accompanying 2025 ADS Warrant.

The Pre-funded Warrants have an exercise price of $ 0.0001 per ADS and are exercisable immediately.

The Pre-funded Warrants expire when exercised in full.

The 2025 ADS Warrants have an exercise price of $ 5.7960 per ADS and are exercisable following a specified data milestone.

The 2025 ADS Warrants will expire three years after such warrants become exercisable.

Once the ADS Warrants become exercisable, the Company may force the exercise of the 2025 ADS Warrants (by way of cash or cashless exercise, at the Company’s option), in whole or in part, by delivering a notice of forced exercise to the holders, provided that the closing price for the Company’s ADSs on Nasdaq exceeded the warrant exercise price of $ 5.7960 for the three consecutive trading days prior to the date on which the notice of forced exercise is delivered.

During the year ended December 31, 2025, 2,344,720 Pre-funded Warrants were exercised.

The Company has incurred recurring losses since its inception, including net losses of $ 287.9 million and $ 155.1 million for the years ended December 31, 2025 and 2024, respectively.

In addition, as of December 31, 2025, the Company had an

accumulated deficit of $ 822.6 million.

The Company expects to continue to generate operating losses for the foreseeable future.

The Company believes the cash and cash equivalents on hand as of December 31, 2024 of $ 165.1 million, together with the net proceeds raised to date during the first quarter of 2025 of $ 140.4 million, will be sufficient to fund its operating expenses and capital expenditure requirements at least through the planned 26-week data read-out from our COMP006 study, which is expected in the second half of 2026 .

The Company believes the cash and cash equivalents on hand as of December 31, 2025 of $ 149.6 million, together with the $ 140.5 million net proceeds from the February 2026 Offering and the $ 203.2 million net proceeds from the exercise of all of our outstanding 2025 ADS Warrants, will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months from the date of issuance of these consolidated financial statements .

The future viability of the Company is dependent on its ability to raise additional capital to finance its operations.

The Company’s inability to raise capital as and when needed have a negative impact on its financial condition and ability to pursue its business strategies.

The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.

There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all.

1 unchanged sentence

The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial conditions.

Market volatility, geopolitical tensions resulting from the ongoing war between Ukraine and Russia, conflict in the Middle East, fluctuating inflation and interest rates and the related impact on U.S., UK and global economies, instability in the banking system, the risk of economic slowdown or recession in the U.S., the potential for significant changes in U.S.

or regulatory environment or other factors could adversely impact the Company’s operations, financial results and ability to raise additional funding .

Market volatility, geopolitical tensions or instability (including from the effects of announced or future tariff increases), geopolitical conflict (such as the war between Ukraine and Russia and conflict in the Middle East), fluctuating inflation and interest rates and the related impact on U.S., UK and global economies, instability in the banking system, the risk of an economic slowdown or recession in the U.S., significant changes in U.S.

policies or regulatory environment or the disruption to U.S.

government agencies or other factors could adversely impact the Company’s operations, financial results and ability to raise additional funding.

Summary of Significant Accounting Policies

12 unchanged sentences

The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents.

The Company does not currently have any material cash equivalents.

Restricted Cash

Restricted cash as of December 31, 2024 and 2023 represents a collateral deposit for employee credit cards.

Restricted cash represents a collateral deposit for employee credit cards.

Fair Value Measurements

1 unchanged sentence

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the inputs for the first two are considered observable and the inputs for the last are considered unobservable:

and the inputs for the last are considered unobservable:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

9 unchanged sentences

The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows:

Estimated Useful Life

Lab equipment 5 years

Office equipment 3 - 5 years

Furniture and fixtures 3 years

Leasehold improvements Shorter of useful life or remaining lease term

Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive loss.

Expenditures for repairs and maintenance are charged to expenses as incurred.

Impairment of Long-Lived Assets

6 unchanged sentences

The improved disclosure requirements apply to all public entities that are required to report segment information, including those with only one reportable segment.

The Company has adopted the guidance for the fiscal year ended December 31, 2024.

Operating segments are identified as components of an entity that meet all of the following criteria:

68 unchanged sentences

The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted.

On January 1, 2023, Compass Pathways plc and its wholly owned subsidiary Compass Pathfinder Holdings Limited changed their functional currency to the U.S.

Compass Pathways plc and Compass Pathfinder Holdings Limited have no operating activities and their primary functions are to serve as a financing vehicle to fund the operations of the Company’s operating entities, to serve as the listing company needed to access U.S.

capital markets, and to hold investments.

Therefore, its financing source is the primary indicator of its cash flows and its functional currency.

The change in functional currency from the British Pound Sterling was due to a change in the source of the Company’s financing and cash flows going forward, which is primarily U.S.

Dollars (“USD”).

The functional currency of Compass Pathways plc and its wholly owned subsidiary Compass Pathfinder Holdings Limited is the U.S.

Dollar (“USD”).

The functional currency of Compass Pathfinder Holdings Limited’s wholly owned non-U.S.

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The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in its tax returns.

Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

are expected to reverse.

Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.

10 unchanged sentences

Benefit from Research and Development Tax Credit

As a company that carries out extensive research and development (“R&D”) activities, the Company benefits from the UK R&D tax credit regime under the scheme for small or medium-sized enterprises, (“SME’s”).

Under the SME regime, the Company is able to surrender some of its trading losses that arise from qualifying R&D activities for a cash rebate of a portion of such qualifying R&D expenditure.

Up until April 1, 2023 the effective rate was 33.3% on in-house expenditures and 21.7% on work that was contracted out (to unconnected subcontractors).

On and after April 1, 2023, the effective rates reduced to 18.6% and 12.1%, respectively.

New rules were introduced by the Finance Act 2024 for an enhanced effective rate of relief for loss making research intensive SMEs, which are approximately 27.0% for qualifying in-house expenditures and approximately 17.5% for qualifying subcontracted expenditures (to unconnected subcontractors).

To be eligible as a research intensive company (the R&D intensity condition), the qualifying R&D expenditure for tax purposes must be at least 40% of the aggregate expenditure across the consolidated group.

The threshold has decreased from 40% to 30% from January 1, 2025.

Aggregate expenditure is defined as being brought into account in calculating the profits for the period of any trade carried on by the company, but payments between connected companies can be excluded to avoid double counting.

For the year ended December 31, 2023 as a result of an intercompany loan between two group companies, a large exchange loss was generated in one company and a corresponding gain in the other.

There is uncertainty over the ability to net off this exchange gain and loss when calculating aggregate expenditure, which is not covered by HMRC guidance.

The outcome of this will determine whether the Company can claim the enhanced rate of relief as a research intensive company.

Confirmation of the position has been sought from HMRC under a non-statutory clearance application and the Company is awaiting a response.

For the year ended December 31, 2023, the Company has accounted for its R&D tax credit on the basis that it was not research intensive.

For the year ended December 31, 2024 the Company believes that it would meet the R&D intensity condition regardless of whether it can net off the exchange gains and losses arising from the intercompany loan, and has therefore calculated its R&D tax credit at the enhanced rate on the basis that it is research intensive.

The enhanced rate for a payable credit is 14.5% compared to the standard rate of 10%, which when applied to qualifying expenditure enhanced by 86% to 186%, gives an effective rate of 27% on qualifying in house expenditure and 17.5% for qualifying subcontracted expenditure (to unconnected subcontractors).

The Company currently meets the conditions of the SME regime.

The Company carries out extensive research and development (“R&D”) activities and benefits from the UK R&D tax credit regime.

Under the UK R&D tax credit regime, the Company is able to claim a cash rebate based on a portion of such qualifying R&D expenditure.

government, which are subject to interpretation.

As a Company, we currently meet the conditions of the SME regime.

A large portion of costs relating to R&D, clinical trials and clinical manufacturing activities are eligible for inclusion within these tax credit cash rebate claims.

We carry out extensive R&D activities and, therefore, have historically benefited from the UK R&D tax credit regime under the scheme for small or medium-sized enterprises, (“SME’s”).

For accounting periods starting on or after April 1, 2024, the UK R&D regimes have changed, such that the effective cash credit will be 16.2% for in-house expenditure and 10.5% for any work that is contracted out.

However, new rules were introduced by the Finance Act 2024 for an enhanced rate of relief for research intensive companies (“ERIS”), which are approximately 27.0% for qualifying expenditure and approximately 17.5% for qualifying subcontracted expenditure (paid to an unconnected subcontractor).

Beginning January 1, 2025, to be eligible as a research intensive company, the qualifying R&D expenditure for tax purposes must be at least 30% of the aggregate expenditure across the consolidated group.

During the year ended December 31, 2024 the threshold was 40%.

For the years ended December 31, 2023 to 2025, the Company is currently having discussions with HMRC regarding whether it has met the R&D intensity condition and therefore are eligible for the enhanced effective rate due to uncertainties over whether impairments on intercompany loans and investments in subsidiary companies should be taken into account in determining the R&D intensity threshold.

The outcome of this matter under discussion with HMRC is currently unknown.

As a result of these discussions the Company recorded a change in estimate for the 2023 claim, which was initially recorded during the first quarter of 2025, of $ 4.1 million to reduce its receivable for amounts claimed at the enhanced rate.

The Company recorded a change in estimate for the 2024 claim, which was initially recorded during the year ended December 31, 2025, of $ 7.0 million to reduce its receivable for amounts previously claimed at the enhanced rate.

The Company believes that the impairments of intercompany loans and investments in subsidiary companies should be disregarded and that it meets the R&D intensity condition in the year ended December 31, 2023 and December 31, 2024.

As the Company believes that it meets the R&D intensity condition for the year ended December 31, 2024, it should automatically fulfil the expenditure conditions to be eligible for the enhanced rate in the year ended December 31, 2025 as a

company remains research intensive unless it fails to meet the eligibility requirement for two consecutive years.

However, given the uncertainty over the outcome of the discussions with HMRC the enhanced R&D credits have not been reflected in the financial statements.

If the Company reached a successful conclusion with HMRC additional credits of $ 4.1 million in the year ended December 31, 2023, $ 7.0 million in the year ended December 31, 2024 and $ 7.3 million in the year to December 31, 2025 could be claimed.

The Company is subject to corporation tax in the UK.

4 unchanged sentences

If, in the future, any UK R&D tax credits generated are needed to offset a corporation tax liability in the UK, that portion would be recorded as a benefit within the income tax provision and any refundable portion not dependent on taxable income would continue to be recorded within other income, net.

For accounting periods starting on or after April 1, 2024, the SME and RDEC regimes have been merged, which will impact us for the first time from January 1, 2025.

Under this new merged regime, for non-research intensive companies, the effective net credit will be 16.2% for in-house expenditure, and 10.5% for subcontracted expenditure (paid to unconnected subcontractors), but this merged regime will apply to both SME and large companies.

An enhanced rate of relief is available for research intensive companies, which is approximately 27.0% for qualifying expenditure and approximately 17.5% for qualifying subcontracted expenditure, but as well as meeting the R&D intensity condition, the Company must be a loss making SME.

The Company may not be able to continue to claim enhanced R&D tax credits under the research intensive regime in the future depending on its rate of growth such that it is no longer an SME or because of the profile of its expenditure.

Having qualified as a research intensive company in the current year, even if the R&D expenditure threshold is not met in the subsequent year, while the company remains an SME and loss making, it will continue to be eligible for the enhanced rate unless it fails the test for a second consecutive year.

There is a cap on repayable credits to a multiple of payroll taxes (broadly, to a maximum payable credit equal to £20,000 plus three times the total PAYE and NICs liability of the company) subject to an exemption which prevents the cap from applying.

That exemption requires the company to be creating, taking steps to create or managing intellectual property, as well as having qualifying R&D expenditure in respect of connected parties which does not exceed 15% of the total claimed.

If the exemption does not apply, this could restrict the amount of payable credit that we claim.

SME R&D reliefs (whether by way of additional deductions or payable tax credits) are also on a per project basis and each project is limited to a maximum cap of €7.5 million.

From January 1, 2025, the cap will no longer be applicable.

Unsurrendered UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions.

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The Company assessed all terms and features of the Warrant Agreement in order to determine accounting classification of the warrants as equity or liability.

As part of this analysis, the Company determined it appropriate to account for the warrants issued under the Loan Agreement as equity.

of this analysis, the Company determined it appropriate to account for the warrants issued under the Loan Agreement as equity.

On August 18, 2023, in connection with the PIPE, the Company issued and sold PIPE Warrants to purchase up to 16,076,750 ADSs, each representing one ordinary share, at an exercise price of $ 9.93 per ADS.

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As part of this analysis, the Company determined it appropriate to account for the PIPE Warrants as equity.

On January 13, 2025, in connection with the 2025 Financing, the Company issued and sold (i) 24,014,728 ADSs, each representing one ordinary share, (ii) in lieu of ADSs, Pre-funded Warrants to purchase up to 11,044,720 ADSs, and (iii) accompanying 2025 ADS Warrants to purchase up to 11,044,720 ADSs, each representing one ordinary share.

The Pre-funded Warrants have an exercise price of $ 0.0001 per ADS and are exercisable immediately.

The Pre-funded Warrants expire when exercised in full.

The 2025 ADS Warrants have an exercise price of $ 5.7960 per ADS and are exercisable following a specified data milestone.

The 2025 ADS Warrants will expire three years after such warrants become exercisable.

Once the 2025 ADS Warrants become exercisable, the Company may force the exercise of the 2025 ADS Warrants (by way of cash or cashless exercise, at the Company’s option), in whole or in part, by delivering a notice of forced exercise to the holders, provided that the closing price for the Company’s ADSs on Nasdaq exceeded the warrant exercise price of $ 5.7960 for the three consecutive trading days prior to the date on which the notice of forced exercise is delivered.

The Company assessed all terms and features of the Pre-funded Warrants and the 2025 ADS Warrants in order to determine accounting classification of the warrants as equity or liability.

As part of this analysis, the Company determined it appropriate to account for the Pre-funded Warrants and 2025 ADS Warrants as liabilities.

We account for the warrants in accordance with the guidance contained in ASC Topic 815-40-15-7D, (“Derivatives and Hedging”), under which the warrants that do not meet the criteria for equity treatment must be recorded as liabilities.

Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period.

This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in our consolidated statements of operations and comprehensive loss.

The fair values of these warrants are determined using the Black-Scholes pricing model.

The warrant liabilities are classified as current on the consolidated balance sheets due to the likelihood of exercise and it is reasonably expected that the Company would be required to use existing resources classified as current assets, or create other current liabilities, to settle the warrant liabilities at this time.

Management reviews the classification of warrant liabilities at each reporting period to determine whether any change in classification is warranted based on changes in facts or circumstances, including the proximity to expiration or likelihood of exercise.

The Company measured warrants at inception at fair value using the Black-Scholes valuation model.

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Expected volatility .

The Company lacks sufficient company-specific historical and implied volatility information for its ordinary shares.

Therefore, it estimates its expected share volatility using a blended rate of:

The Company calculates expected volatility based on the historical volatility of the Company’s common stock over a period consistent with the expected term of the awards.

The Company believes that its historical volatility is representative of future stock price volatility.

In some situations the Company may lack sufficient company-specific historical data, in which the Company will estimate its expected volatility using a blended rate of:

(1) historical volatility of publicly traded peer companies and (2) the Company’s historical volatility since being publicly traded since September 2020.

The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price.

Expected term.

The expected term of the Hercules warrants is ten years .

The expected term of the PIPE Warrants is three and a half years.

The expected term of the Hercules warrants is 7.5 years.

The expected term of the PIPE Warrants is 1.1 year.

The expected term of the Pre-funded Warrants and the 2025 ADS Warrant is 3 years.

Risk-free interest rate .

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Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, designed to improve income tax disclosure requirements, primarily through increased disaggregation disclosures within the effective tax rate reconciliation as well as enhanced disclosures on income taxes paid.

The guidance is effective for all fiscal years beginning after December 15, 2024.

The new standard can be adopted on a prospective basis with an option to be adopted retrospectively and early adoption is permitted.

The Company is not early adopting the standard.

We are currently evaluating this guidance to determine its impact on our consolidated financial statement disclosures.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid.

2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

For entities other than PBEs, the requirements will be effective for annual periods beginning after December 15, 2025.

An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented.

As of December 31, 2025, the Company adopted this new ASU prospectively and it only impacts the Company's income tax disclosures with no impact to its operations, cash flows, or financial condition.

In November 2024, the FASB issued ASU 2024-03 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, designed to improve disclosures, primarily through increased expense disaggregation.

Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.

The guidance is effective for all fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

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The Company is not early adopting the standard.

We are currently evaluating this guidance to determine its impact on our consolidated financial statement disclosures.

We are currently evaluating this guidance to determine its impact on the Company’s consolidated financial statement disclosures.

Fair Value of Financial Assets and Liabilities

The following tables present information about the Company’s financial instruments measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:

Fair Value Measurements

as of December 31, 2025

Level 1 Level 2 Level 3 Total

Cash equivalents 43,053 — — 43,053

$ 43,053 $ — $ — $ 43,053

Fair Value Measurements

as of December 31, 2024

Cash equivalents 41,355 — — 41,355

$ 41,355 $ — $ — $ 41,355

During the years ended December 31, 2025 and 2024, there were no transfers between Level 1, Level 2 and Level 3.

Excluded from the table above, is $ 60.8 million and $ 73.7 million, as of December 31, 2025 and 2024, respectively, of cash held in notice accounts of less than 90 days, for which the carrying value approximates fair value due to the short-term nature.

Prepaid Expenses and Other Current Assets

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Prepaid research and development

17,102 11,332

Prepaid income tax 3,434 197

VAT recoverable 1,109 1,052

Prepaid insurance premium

Other current assets 5,580 3,580

$ 41,503 $ 35,821

During the year ended December 31, 2024, the Company received $ 14.9 million and $ 13.6 million from the UK government for the 2022 and 2023 R&D tax credit, respectively.

For the years ended December 31, 2023 to 2025, the Company is uncertain whether it met the R&D intensity condition and is eligible for the enhanced effective rate due to uncertainties over whether impairments on intercompany loans and investments in subsidiary companies should be taken into account in determining the R&D intensity threshold.

This matter is currently under discussion with HMRC and the outcome is unknown.

Given the uncertainty over the outcome of the discussions with HMRC, the enhanced R&D credits as a research intensive company have not been reflected in the financial statements.

If the Company reaches a successful conclusion with HMRC, additional credits of $ 4.1 million in the year ended December 31, 2023, $ 7.0 million in the year ended December 31, 2024 and $ 7.3 million in the year to December 31, 2025 could be claimed.

Long-term Prepaid Expenses and Other Assets

Long-term prepaid expenses and other assets consisted of the following (in thousands):

UK R&D tax credit $ 10,950 $ —

Prepaid research and development - long-term

Property and equipment 189 423

$ 11,684 $ 6,595

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Accrued professional expenses 1,342 1,532

Income taxes payable

Other liabilities 559 1,325

$ 9,214 $ 14,495

The costs associated with the strategic reorganization, during the fourth quarter of 2024, were not material.

On June 30, 2023 (the “Effective Date”), the Company entered into the Loan Agreement with Hercules, which provided for aggregate maximum borrowings of up to $ 50.0 million, consisting of (i) a term loan of $ 30.0 million, which was funded on the Effective Date, (ii) subject to the Company achieving certain performance milestones and available until June 30, 2025, an additional term loan of $ 10.0 million, and (iii) subject to the approval of Hercules’ investment committee in its sole discretion, and available during the interest-only period, an additional term loan of $ 10.0 million.

On June 30, 2023, or the Effective Date, the Company entered into the Loan Agreement with Hercules, which was subsequently amended on October 31, 2024, and July 30, 2025 (the “Loan Agreement”).

The Company evaluated the amendments in accordance with applicable accounting guidance and concluded that they did not result in a debt modification or extinguishment.

The Loan Agreement provides for aggregate maximum borrowings of up to $ 50.0 million, consisting of (i)

a term loan of $ 30.0 million, which was funded on the Effective Date, and (ii) subject to the approval of Hercules’ investment committee in its sole discretion, and available during the interest-only period, an additional term loan of $ 20.0 million.

The term loan will mature on July 1, 2027.

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In addition to accrued interest, payment-in-kind (PIK) interest of 1.40 % will be added to the balance of the loan.

Payments under the Loan Agreement are interest only until the first principal payment is due on July 1, 2025 (or if the Borrowers achieve certain performance milestones, the interest only period may be extended to January 2, 2026 and, upon the achievement of certain additional performance milestones, the interest only period may be extended to July 1, 2026), followed by equal monthly payments of principal and interest through the scheduled maturity date, July 1, 2027.

Payments under the Loan Agreement are interest only until the first principal payment is due on January 2, 2026 (subject to extension if a certain performance milestone is met), followed by equal monthly payments of principal and interest through the scheduled maturity date, July 1, 2027.

The carrying value of the Company’s outstanding debt approximates fair value, reflecting interest rates currently available to the Company.

The Company incurred fees and transaction costs totaling $ 3.3 million associated with the initial term loan, which are recorded as a reduction to the carrying value of the long-term debt in the consolidated balance sheets.

These fees included $ 0.4 million of facility fees, $ 0.8 million of company fees, $ 0.7 million in warrants, and $ 1.4 million of end of term charges.

The fees, transaction costs, and the end of term charge are amortized to interest expense through the maturity date using the effective interest method.

The fees, transaction costs, and the end of term charges are amortized to interest expense through the maturity date using the effective interest method.

The effective interest rate of the Loan Agreement was 14.8 % as of December 31, 2025.

The Company issued warrants to Hercules to purchase the Company’s Ordinary Shares equal to the quotient derived by dividing (i) the amount equal to (a) 2.5 % times (b) the aggregate principal amount of term loan advances made and funded under the Loan Agreement by (ii) the exercise price of the warrants.

Upon receipt of the first term loan, 94,222 shares became exercisable to Hercules with a fair market value of $ 0.7 million.

Upon receipt of the first term loan in June 2023, 94,222 shares became exercisable to Hercules with a fair market value of $ 0.7 million.

The Loan Agreement includes a financial covenant requiring us to maintain a minimum level of $ 22.5 million of cash during the period commencing on July 1, 2024 (subject to adjustment if certain performance milestones are met).

If the Company meets the performance milestones, the minimum cash covenant will not apply if its market capitalization is at least $ 750.0 million.

The Company was in compliance with all covenants of the Loan Agreement as of December 31, 2024.

The Company was in compliance with all covenants of the Loan Agreement as of December 31, 2025 and 2024.

Long-term debt consisted of the following (in thousands):

Term loan payable

$ 30,000 $ 30,000

End of term charge

Future principal payments and end of term charge

$ 31,425 $ 31,425

PIK interest payable

Unamortized debt issuance costs

( 880 ) ( 1,909 )

Carrying value of long-term debt

$ 31,633 $ 30,165

current portion

( 17,523 ) ( 5,513 )

Non-current portion

$ 14,110 $ 24,652

Future principal payments, including End of Term Charge, are as follows (in thousands):

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Year ending December 31, 2027

Total $ 31,425

Interest expense associated with the Loan Agreement for the years ended December 31, 2025 and 2024 was $ 4.5 million and $ 4.5 million, respectively.

Fair Value Measurements

The following table presents, as of December 31, 2025, information about the Company’s warrant liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

January 13, 2025 December 31, 2025

Level Amount Level

Warrant Liabilities:

Pre-funded Warrants

2 $ 37,220 2 $ 60,029

2025 ADS Warrants

3 55,726 3 143,697

Total Warrant Liabilities

$ 92,946 $ 203,726

The Pre-funded Warrants and 2025 ADS Warrants are accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”), as both warrants contain contingent exercise provisions that do not meet the requirements of the indexation guidance under ASC 815-40 and could require the Company to pay cash to settle the warrants.

The warrants are presented within warrant liabilities in the accompanying consolidated balance sheets.

The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statements of operations and comprehensive loss.

The Pre-funded Warrants are considered to be Level 2 in the fair value hierarchy as the inputs used to determine fair market value are observable against the Company’s stock price.

The 2025 ADS Warrant are considered to be Level 3 in the fair value hierarchy as they have been recorded at fair value using the Black-Scholes model, using unobservable assumptions that have been probability-weighted for specified data milestones.

As of December 31, 2025, the assumptions are as follows:

January 13, 2025 December 31, 2025

Exercise price $ 5.7960 $ 5.7960

Market price $ 3.37 $ 6.90

Volatility 146.1 % to 158.7 %

143.4 % to 144.8 %

Risk-free rate 4.6 % 3.6 %

Dividend yield — % — %

Term (in years) 4.0 to 4.4 years

3.1 to 3.2 years

The following table reflects the fair value of the Company’s warrant liabilities for the year ended December 31, 2025:

Pre-Funded Warrants

Fair value as of December 31, 2024

Initial fair value as of January 13, 2025

37,220 55,726

Exercise of warrant liabilities

Fair value change of warrant liabilities

32,962 87,971

Fair value as of December 31, 2025

$ 60,029 $ 143,697

The fair value change of warrant liabilities at December 31, 2025 was $ 122.6 million, which included a $ 1.6 million loss upon issuance of the Pre-funded warrants and a $ 120.9 million loss in fair value between the initial fair value and the fair value as of the balance sheet date.

During the year ended December 31, 2025, there were no transfers between Level 1, Level 2 and Level 3.

Shareholders’ Equity

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Through December 31, 2025 , no cash dividends had been declared or paid by the Company.

On October 8, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC, or Cowen, under which the Company may issue and sell from time to time up to $ 150.0 million of its ADSs, each representing one ordinary share, through Cowen as the sales agent.

Sales of the Company’s ADSs, if any, will be made at market prices.

Through December 31, 2024, we sold 5,491,836 ADSs, resulting in $ 54.8 million in net proceeds.

During the years ended December 31, 2025 and 2024, the Company issued ordinary shares in the amount of 925,179 and 189,214 , respectively, to settle share options exercised by employees and non-employees.

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During the year ended December 31, 2024, a total of 107,644 restricted share units vested, of which 83,527 shares were issued and 24,117 shares were settled.

During the year ended December 31, 2023, a total of 78,022 ordinary shares were issued in settlement of restricted share units, of which 8,902 shares were vested and not issued at December 31, 2022.

During the years ended December 31, 2025 and 2024, the Company issued in total 92,752 and 74,155 shares, respectively, under the employee share purchase plan.

Deferred Shares

Immediately prior to the completion of the Company’s IPO in September 2020, the different classes of issued share capital of Compass Pathways plc were reorganized by way of a reverse share split, which was retroactively restated in our consolidated financial statements.

As part of this reverse share split, the nominal value of Compass Pathways plc’s ordinary shares changed from £ 0.001 per share to £ 0.008 per share and a single, non-voting deferred share with a nominal value of

£ 21,921.504 in the capital of the Company was created and transferred to the Company.

On June 28, 2023, the single deferred share was cancelled.

On June 30, 2023, the Company entered into a Warrant Agreement with Hercules, which provides Hercules with the right to purchase a number of shares of the Company’s Ordinary Shares equal to the quotient derived by dividing (i) the amount equal to (a) 2.5 % times (b) the aggregate principal amount of term loan advances made and funded under the Loan Agreement by (ii) the exercise price.

At-the-Market Facility

On October 8, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC, or Cowen, under which the Company was permitted to issue and sell from time to time up to $ 150.0 million of its ADSs, each representing one ordinary share, through Cowen as the sales agent.

Pursuant to the Sales Agreement dated October 8, 2021, t hrough February 27, 2025, we sold 5,491,836 ADSs under our ATM offering program , resulting in $ 54.8 million in net proceeds.

On February 27, 2025, the Company entered into a new Sales Agreement under which the Company may issue and sell from time to time up to $ 150.0 million of our ADSs, subject to the terms of the Sales Agreement.

Sales of the Company’s ADSs, if any, will generally be made at market prices.

To date, the Company has not sold any ADSs under this Sales Agreement.

Equity-classified

On June 30, 2023, the Company entered into a Warrant Agreement with Hercules, which provides Hercules with the right to purchase a number of the Company’s Ordinary Shares, equal to the quotient derived by dividing (i) the amount equal to (a) 2.5 % times (b) the aggregate principal amount of term loan advances made and funded under the Loan Agreement by (ii) the exercise price.

Upon receipt of each term loan, the Warrant will automatically become exercisable and will expire in 10 years (on June 30, 2033).

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The PIPE Warrants became exercisable for a three year period beginning in February 2024.

Through December 31, 2024, PIPE Warrants were exercised for 3,752,050 ADSs, resulting in $ 37.3 million in exercise proceeds.

During December 31, 2024, PIPE Warrants were exercised for 3,752,050 ADSs, resulting in $ 37.3 million in exercise proceeds.

During the year ended December 31, 2025, no PIPE warrants were exercised.

Liability-classified

The Pre-funded Warrants have an exercise price of $ 0.0001 per ADS and are exercisable immediately.

The Pre-funded Warrants expire when exercised in full.

The 2025 ADS Warrants have an exercise price of $ 5.7960 per ADS and are exercisable following a specified data milestone.

The 2025 ADS Warrants will expire three years after such warrants become exercisable.

Once the 2025 ADS Warrants become exercisable, the Company may force the exercise of the 2025 ADS Warrants (by way of cash or

cashless exercise, at the Company’s option), in whole or in part, by delivering a notice of forced exercise to the holders, provided that the closing price for the Company’s ADSs on Nasdaq exceeded the warrant exercise price of $ 5.7960 for the three consecutive trading days prior to the date on which the notice of forced exercise is delivered.

During the year ended December 31, 2025, 2,344,720 Pre-funded Warrants were exercised, resulting in a $ 10.2 million reduction in warrant liabilities.

The 2025 Financing comprised of ADSs, Pre-funded Warrants and 2025 ADS Warrants, resulted in aggregate proceeds of $ 149.8 million, with issuance costs of $ 9.4 million.

Since the Pre-funded Warrants and 2025 ADS Warrants have been classified as a liability and recorded at fair value with changes in fair value recorded in the consolidated income statement, the aggregate proceeds have been allocated first to these warrants at their respective fair values at the issuance date.

The residual has been allocated to the ADSs issued as part of the 2025 Financing and recognized within equity.

Share-Based Compensation

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The restricted share units granted on June 30, 2020 were subject to 25 % vesting upon the earlier of (i) the one year anniversary of the date of grant, or (ii) the first day following the six-month anniversary of the listing of the Company's ordinary shares on any stock exchange on which the closing price of the shares is 20 % higher than the listing price for at least five consecutive trading days.

As of December 31, 2024, the Company was authorized to issue a total of 1,291,641 ordinary shares underlying outstanding options granted under the 2017 Plan prior to the IPO.

As of December 31, 2025, the Company was authorized to issue a total of 417,254 ordinary shares underlying outstanding options granted under the 2017 Plan prior to our initial public offering, or IPO.

2020 Employee Share Purchase Plan

The Company’s 2020 Employee Share Purchase Plan, or the ESPP, was adopted by the Board in September 2020 and approved by shareholders in September 2020 and became effective upon the effectiveness of the Company’s Registration Statement on Form F-1 in connection with the IPO.

The ESPP initially reserved and authorized the issuance of up to a total of 340,053 ordinary shares to participating employees.

The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and each January 1 thereafter through termination of the 2020 Plan, by the lesser of (i) 1 % of the outstanding number of ordinary shares on the immediately preceding December 31, (ii) 510,080 ordinary shares or (iii) such lesser number of ordinary shares as determined by the plan administrator.

The Company’s 2020 Employee Share Purchase Plan, or the ESPP, provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and each January 1 thereafter through termination of the 2020 Plan, by the lesser of (i) 1 % of the outstanding number of ordinary shares on the immediately preceding December 31, (ii) 510,080 ordinary shares or (iii) such lesser number of ordinary shares as determined by the plan administrator.

The number of shares reserved under the ESPP is subject to change in the event of a share split, share dividend or other change in our capitalization.

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2020 Share Option Plan

In September 2020, the Company’s board of directors adopted, and the Company’s shareholders approved, the 2020 Share Option and Incentive Plan, or the 2020 Plan, which became effective upon the effectiveness of the Company’s Registration Statement on Form F-1 in connection with the IPO.

The 2020 Plan allows the compensation and leadership development committee to make equity-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants).

The Company’s 2020 Share Option and Incentive Plan, or the 2020 Plan, allows the compensation and leadership development committee to make equity-based, including options and restricted share units, and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants).

Options granted under the 2020 Plan generally expire 10 years from the date of grant and typically vest over a 4 year service period with 25 % of the options vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining years.

The Company initially reserved 2,074,325 of its ordinary shares for the issuance of awards under the 2020 Plan.

The 2020 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by up to 4 % of the outstanding number of ordinary shares on the immediately preceding December 31, or such lesser number of shares as determined by our compensation and leadership development committee.

This number is subject to adjustment in the event of a sub-division, consolidation, share dividend or other change in our capitalization.

The total number of ordinary shares that may be issued under the 2020 Plan is 7,938,129 shares as of December 31, 2024 , of which 768,108 shares remained available for future grant.

The 2020 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by up to 4 % of the outstanding number of ordinary shares on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation and leadership development committee.

The total number of ordinary shares that were authorized for issuance under the 2020 Plan is 10,680,217 shares as of December 31, 2025 , of which 3,184,218 shares remained available for future grant.

The options granted in 2025 under the 2020 Plan to employees generally expire 10 years from the date of grant.

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Expected dividend yield — % — %

Fair value of underlying ordinary shares $ 9.62 $ 10.32

Share-based Compensation Expense

3 unchanged sentences

General and administrative 8,502 9,208

Total stock based compensation expense $ 19,517 $ 17,277

Total share-based compensation expense

$ 13,590 $ 19,517

Income (loss) before provision for income taxes consisted of the following (in thousands):

9 unchanged sentences

Foreign ( 2,495 ) 2,031

Total current expense:

Total current (benefit) expense:

$ ( 2,495 ) $ 2,031

Deferred income tax benefit:

Deferred income tax (benefit) expense:

United Kingdom — —

Foreign 22 ( 437 )

Total deferred income tax benefit:

Total deferred income tax (benefit) expense:

$ 22 $ ( 437 )

Total provision for income taxes $ ( 2,473 ) $ 1,594

A reconciliation of income tax expense computed at the statutory UK corporation tax rate to income taxes as reflected in the consolidated financial statements is as follows (in thousands):

A reconciliation of income tax expense computed at the statutory UK corporation tax rate to income taxes as reflected in the consolidated financial statements, in accordance with the guidance in ASU 2023-09, is as follows (in thousands):

Year Ended December 31,

Pretax loss $ ( 290,335 )

UK Federal Statutory Tax Rate ( 72,584 ) 25.0 %

Foreign tax effects:

United States:

Foreign rate differential ( 144 ) — %

Foreign-derived intangible income (FDII) deduction ( 2,772 ) 1.0 %

Tax credits - federal research and development credit ( 1,478 ) 0.5 %

State and local income taxes, net of federal benefit 19 — %

Other 1,005 ( 0.3 )%

Change in valuation allowance 21,860 ( 7.5 )%

Nontaxable or nondeductible items

R&D deduction ( 64 ) — %

R&D deductions surrendered 138 — %

R&D credit included in profit before tax 3,305 ( 1.1 )%

Change in fair value warrant liabilities 42,572 ( 14.7 )%

Group relief 1,705 ( 0.6 )%

Other 3,965 ( 1.4 )%

Income tax benefit $ ( 2,473 ) 0.9 %

Year Ended December 31,

Corporation tax at UK statutory rate

$ ( 38,382 ) $ ( 27,656 )

Permanent differences 27

4 unchanged sentences

Return to provision

( 1,214 ) ( 2,259 )

Share-based compensation

1 unchanged sentence

Other ( 129 )

$ 1,594 $ 780

The Company's effective tax rate includes the effects of state and local income taxes, net of the federal income tax benefit, which are primarily attributable to New York and New York City, where the Company has significant business activities.

These states have higher tax rates compared to other jurisdictions where the Company operates, and together, they account for more than half of the Company's total state tax expense.

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 consist of the following (in thousands):

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There were no material uncertain tax positions as of December 31, 2025 and 2024.

The Company will recognize interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position.

The Company will recognize interest and penalties related to uncertain tax positions in income tax expense.

As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss.

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To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities, if such tax attributes are utilized in a future period.

During the second quarter of 2021, the Finance Act 2021 (the Act) was enacted in the UK.

The Act increased the main corporation tax rate from 19% to 25% effective April 1, 2023 and enhanced the first-year capital allowance on qualifying new plant and machinery assets effective April 1, 2021.

The effects on the Company’s existing deferred tax balances have been recorded and are offset by the valuation allowance maintained against the Company’s UK net deferred tax assets.

The following summarizes the Company’s income taxes paid, net of refunds received for the year presented below, in accordance with the guidance in ASU 2023-09 (in thousands):

Year Ended December 31,

United Kingdom $ —

United States 755

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law.

The OBBBA introduced multiple U.S.

federal income tax changes such as deductibility of domestic research and development expenses, deductibility on certain property additions and limitations on interest expense deduction.

The OBBBA did not have a material impact on the Company’s financial position, results of operations and cash flows for the year ended December 31, 2025.

The Company will continue to evaluate the impact of the OBBBA as further information becomes available.

Net Loss Per Share

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Year Ended December 31,

Employee share purchase plan 29,943 37,755

Unvested restricted share units 774,427 658,553

Share options 7,603,293 8,235,619

Warrants 12,418,922 16,170,972

Warrants - equity-classified 12,418,922 12,418,922

Warrants - liability-classified 43,759,448 —

64,586,033 21,350,849

6 unchanged sentences

The total commitment for lease payments over the stated term is $ 0.7 million.

The lease agreement has a noncancellable lease term of 2 years due to a one-time termination option, which becomes effective following the two-year anniversary of the commencement date.

If exercised, the Company would pay the landlord a termination fee equal to three months of the lease payments in effect at the time of termination.

Soho, London, UK

In April 2023, the Company entered into a two-year operating lease with Fora Space Limited commencing on September 1, 2023.

The noncancellable term is 24 months and there is no option to extend the lease.

The recurring residency fee per month is £ 130,000 , and the Company paid a refundable deposit of £ 156,000 at the execution of the agreement.

In September 2025, the Company entered into a two-year operating lease with Fora Space Limited commencing on September 1, 2025 to remain in its current premises.

The recurring residency fee per month is £ 113,420 , and the Company has paid a refundable deposit of £ 156,000 at the execution of its initial agreement.

Denmark Hill, London, UK

5 unchanged sentences

Operating lease cost $ 2,408 $ 2,570

Short-term lease cost — 279

$ 2,408 $ 2,570

8 unchanged sentences

December 31, 2027 1,320

December 31, 2027 94

Total future minimum lease payments $ 3,605

6 unchanged sentences

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification.

The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future.

To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

However, the Company may record charges in the future as a result of these indemnification obligations.

In accordance with its Articles of Association, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity.

There have been no claims to date, and the Company has director and officer insurance that may enable it to recover a portion of any amounts paid for future potential claims.

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions.

Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party.

Some of the provisions will limit losses to those arising from third party actions.

In some cases, the indemnification will continue after the termination of the agreement.

The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable.

The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.

The Company has also entered into deeds of indemnity with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers in accordance with the indemnification obligations under its Articles of Association.

The Company currently has directors’ and officers’ insurance.

Segment Reporting

14 unchanged sentences

Legal and professional fees

Facilities and other expenses 1

23,521 14,535

Facilities and other expenses 1

Non-cash share-based compensation expense

3 unchanged sentences

( 179,037 ) ( 178,205 )

Fair value change of warrant liabilities ( 122,561 ) —

Benefit from R&D tax credit 3,747 21,097

1 unchanged sentence

Interest expense ( 4,517 ) ( 4,479 )

Foreign exchange (losses) gains

( 1,032 ) 3,686

Income tax expense ( 1,594 ) ( 780 )

Foreign exchange gains (losses) 3,471 ( 1,032 )

Income tax benefit (expense) 2,473 ( 1,594 )

$ ( 287,862 ) $ ( 155,122 )

1 Other expenses include subscriptions and memberships, consulting fees and company insurance.

Related Party Transactions

Pursuant to the terms of a consulting agreement between the Company and Alithos, Inc., a company founded by our co-founder, former chief executive officer, former chairman and greater than 5% shareholder, George Goldsmith, the Company provided consulting services to Alithos.

Through December 31, 2024, the Company recorded $ 0.1 million in other income as a result of this transaction.

Subsequent Events

In January 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC (“TD Cowen”), in which the Company issued and sold (i) 24,014,728 American Depositary Shares, each representing one ordinary share, nominal value £ 0.008 each, of the Company and accompanying warrants to purchase up to 24,014,728 ADSs, and (ii) in lieu of ADSs, to certain investors, pre-funded warrants to purchase up to 11,044,720 ADSs and accompanying 2025 ADS Warrants to purchase up to 11,044,720 ADSs.

The offering price is $ 4.2750 per ADS and accompanying 2025 ADS Warrant, and $ 4.2649 per Pre-Funded Warrant and accompanying 2025 ADS Warrant.

Gross proceeds from the 2025 Financing were approximately $ 150 million and the Company may receive up to approximately $ 353 million in additional gross proceeds if the 2025 ADS Warrants are fully exercised for cash.

The Pre-Funded Warrants have an exercise price of $ 0.0001 per ADS and are exercisable immediately.

The Pre-Funded Warrants expire when exercised in full.

The 2025 ADS Warrants have an exercise price of $ 5.7960 per ADS and are

exercisable following a specified data milestone.

The 2025 ADS Warrants will expire after three years .

Once the ADS Warrants become exercisable, the Company may force the exercise of the 2025 ADS Warrants (by way of cash or cashless exercise, at the Company’s option), in whole or in part, by delivering a notice of forced exercise to the holders, provided that the closing price for the Company’s ADSs on Nasdaq exceeded the warrant exercise price of $ 5.796 for the three consecutive trading days prior to the date on which the notice of forced exercise is delivered.

On February 27, 2025, we entered into a new Sales Agreement to govern our ATM offering program with TD Cowen under which we may issue and sell from time to time up to $ 150.0 million of our ADSs, subject to the terms of the Sales Agreement and only after the registration statement covering such ATM offering program has been declared effective.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934 the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

On January 5, 2026, or the “Effective Date”, the Company entered into a third amendment to the Loan Agreement with Hercules.

The Loan Agreement provides for five tranches of term loans in an aggregate principal amount of up to $ 150.0 million, consisting of (i) a term loan of $ 50.0 million, which was funded on the Effective Date, (ii) term loans of up to $ 30.0 million subject to achievement of a clinical milestone (which was achieved in February 2026), (iii) term loans of up to $ 30.0 million subject to achievement of a milestone relating to certain FDA approvals being granted, (iv) term loans of up to $ 20.0 million subject to achievement of a specified commercial milestone, and (v) term loans of up to $ 20.0 million, plus any remaining unborrowed amounts from the earlier tranches, subject to the approval of Hercules’ investment committee.

If the conditions of each term loan are met, these tranches may be borrowed in drawings of a minimum of $ 5.0 million each.

The Loan Agreement further provides that a portion of the proceeds from the Tranche 1 Advance shall be used to repay the outstanding principal amounts and PIK due under the second amendment to the Loan Agreement, which is approximately $ 31.1 million.

Borrowings under the Loan Agreement bear interest at an annual rate equal to the greater of (i) 9.75 % or (ii) 2.75 % plus the Wall Street Journal prime rate.

Payments under the Loan Agreement are interest only until the first principal payment is

due in the first quarter of 2029, as may be deferred if the Borrowers achieve certain milestones until the scheduled maturity date on January 5, 2031.

In February 2026, the Company issued and sold in an underwritten offering, or the February 2026 Offering, 17,500,000 ADSs at a public offering price of $ 8.00 per ADS, each representing one ordinary share, and in lieu of ADSs, to certain institutional investors, Pre-funded Warrants to purchase up to 1,250,000 ADSs at a public offering price of $ 7.9999 per Pre-funded Warrant.

The Company received net proceeds of approximately $ 140.5 million, after deducting underwriting discounts and commissions and estimated offering costs.

In February 2026, subsequent to the February 2026 Offering, the Company received net proceeds of $ 203.2 million following the exercise of 35,059,448 2025 ADS Warrants, which were issued on January 13, 2025 as part of the 2025 Financing.

Upon exercise of these outstanding warrants, the Company issued 15,160,619 ADSs and in lieu of ADSs, to certain institutional investors, Pre-funded Warrants to purchase up to 19,898,829 ADSs.

Pursuant to the requirements of Section 13 or 15(d) 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.

COMPASS PATHWAYS PLC

February 27, 2025 By:

March 24, 2026

/s/ Kabir Nath

1 unchanged sentence

(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Kabir Nath Chief Executive Officer

(Principal Executive Officer) February 27, 2025

(Principal Executive Officer) March 24, 2026

/s/ Teri Loxam

1 unchanged sentence

(Principal Financial Officer and Principal Accounting Officer)

February 27, 2025

March 24, 2026

/s/ Gino Santini

Chair of Board of Directors February 27, 2025

/s/ Annalisa Jenkins Director February 27, 2025

Chair of Board of Directors March 24, 2026

/s/ Justin Gover

Director March 24, 2026

/s/ Annalisa Jenkins Director March 24, 2026

Annalisa Jenkins, MBBS

/s/ Jeffrey Jonas

Director March 24, 2026

Jeffrey Jonas

/s/ Daphne Karydas

Director February 27, 2025

Director March 24, 2026

Daphne Karydas

/s/ Thomas Lönngren Director February 27, 2025

Thomas Lönngren

/s/ Robert McQuade Director

February 27, 2025

March 24, 2026

Robert McQuade

/s/ Linda McGoldrick Director February 27, 2025

Linda McGoldrick

/s/ David Norton

Director February 27, 2025

Director March 24, 2026

/s/ Wayne Riley Director March 24, 2026

Wayne Riley, M.D., MPH, M.B.A.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures