COMPASS Pathways plc 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 in Internal Control - Integrated Framework (2013 framework). Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm because we are not an accelerated filer or large accelerated filer. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. 189 Table of Contents ITEM 9B. OTHER INFORMATION (a) The following summary contains a description of material U.S. federal income tax and UK tax consequences of the acquisition, ownership and disposition of our ordinary shares or ADSs. This summary should not be considered a comprehensive description of all the tax considerations that may be relevant to beneficial owners of ADSs. U.S. Federal Income Tax Considerations for U.S. holders The following is a description of the material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of our ordinary shares or ADSs. It is not a comprehensive description of all tax considerations that may be relevant to a particular person’s decision to acquire securities. This discussion applies only to a U.S. 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. Holders subject to special rules, such as: • banks, insurance companies, and certain other financial institutions; • U.S. expatriates and certain former citizens or long-term residents of the United States; • dealers or traders in securities who use a mark-to-market method of tax accounting; • persons holding ordinary shares or ADSs as part of a hedging transaction, “straddle,” wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to ordinary shares or ADSs; • persons whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar; • brokers, dealers or traders in securities, commodities or currencies; • tax-exempt entities or government organizations; • S corporations, partnerships, or other entities or arrangements classified as partnerships for U.S. federal income tax purposes; • regulated investment companies or real estate investment trusts; • persons that own or are deemed to own 10% or more of the voting power or value of our ordinary shares or ADSs; • persons who acquired our ordinary shares or ADSs pursuant to the exercise of any employee share option or otherwise as compensation; • persons holding our ordinary shares or ADSs in connection with a trade or business, permanent establishment, or fixed base outside the United States; and • persons who own (directly or through attribution) 10% or more (by vote or value) of our outstanding ordinary shares. If an entity that is classified as a partnership for U.S. federal income tax purposes holds ordinary shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ordinary shares or ADSs and partners in such partnerships are encouraged to consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of ordinary shares or ADSs. The discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury Regulations, and the income tax treaty between the UK and the United States, all as of the date of this Annual Report, changes to any of which may affect the tax consequences described herein-possibly with retroactive effect. 190 Table of Contents A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of ordinary shares or ADSs and is: • an individual who is a citizen or individual resident of the United States; • a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; • an estate the income of which is subject to U.S. federal income taxation regardless of its source; or • a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (2) the trust has a valid election to be treated as a U.S. person under applicable U.S. Treasury Regulations. Generally, a U.S. Holder of an ADS should be treated for U.S. federal income tax purposes as holding the ordinary shares represented by our ADS. Accordingly, no gain or loss will be recognized upon an exchange of ADSs for ordinary shares. The U.S. 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. These actions would also be inconsistent with the claiming of the reduced tax rate, described below, applicable to dividends received by certain non-corporate holders. PERSONS CONSIDERING AN INVESTMENT IN ORDINARY SHARES OR ADSs SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES APPLICABLE TO THEM RELATING TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE ORDINARY SHARES OR ADSs, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS. Passive Foreign Investment Company Rules If we are classified as a passive foreign investment company, or PFIC, in any taxable year, a U.S. Holder will be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of U.S. federal income tax that a U.S. Holder could derive from investing in a non-U.S. company that does not distribute all of its earnings on a current basis. A non-U.S. corporation will be classified as a PFIC for any taxable year in which, after applying certain look-through rules, either: • at least 75% of its gross income is passive income (such as interest income); or • at least 50% of its gross assets (determined on the basis of a quarterly average) is attributable to assets that produce passive income or are held for the production of passive income. 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 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. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. If we are treated as a non-publicly traded CFC for the year being tested for purposes of the PFIC rules, the value of our assets will be measured by the adjusted tax basis of our assets. If we are a publicly traded CFC or not a CFC for such year, the value of our assets generally will be determined by reference to the market price of our ordinary shares or ADSs from time to time, which may fluctuate considerably. Under the income test, our status as a PFIC depends on the composition of our income which will depend on the transactions we enter into in the future and our corporate structure. The composition of our income and assets is also affected by the spending of the cash we raise in any offering. 191 Table of Contents If we are classified as a PFIC in any year with respect to which a U.S. Holder owns the ordinary shares or ADSs, we will continue to be treated as a PFIC with respect to such U.S. Holder in all succeeding years during which the U.S. Holder owns the ordinary shares or ADSs, regardless of whether we continue to meet the tests described above unless (i) we cease to be a PFIC and the U.S. Holder has made a “deemed sale” election under the PFIC rules, or (ii) the U.S. Holder makes a Qualified Electing Fund Election, or QEF Election, with respect to all taxable years during such U.S. Holders holding period in which we are a PFIC. If the “deemed sale” election is made, a U.S. Holder will be deemed to have sold the ordinary shares or ADSs the U.S. Holder holds at their fair market value and any gain from such deemed sale would be subject to the rules described below. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, the U.S. Holder’s ordinary shares or ADSs with respect to which such election was made will not be treated as shares in a PFIC and the U.S. Holder will not be subject to the rules described below with respect to any “excess distribution” the U.S. Holder receives from us or any gain from an actual sale or other disposition of the ordinary shares or ADSs. U.S. Holders should consult their tax advisors as to the possibility and consequences of making a deemed sale election if we cease to be a PFIC and such election becomes available. For each taxable year we are treated as a PFIC with respect to U.S. Holders, U.S. Holders will be subject to special tax rules with respect to any “excess distribution” such U.S. Holder receives and any gain such U.S. Holder recognizes from a sale or other disposition (including, under certain circumstances, a pledge) of ordinary shares or ADSs, unless (i) such U.S. 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. Distributions a U.S. Holder receives in a taxable year that are greater than 125% of the average annual distributions a U.S. Holder received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the ordinary shares or ADSs will be treated as an excess distribution. Under these special tax rules: • the excess distribution or gain will be allocated ratably over a U.S. Holder’s holding period for the ordinary shares or ADSs; • the amount allocated to the taxable year of disposition or distribution, and any taxable year prior to the first taxable year in which we became a PFIC, will be treated as ordinary income; and • the amount allocated to each other year will be subject to the highest tax rate in effect for that year for individuals or corporations, as appropriate, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares or ADSs cannot be treated as capital, even if a U.S. Holder holds the ordinary shares or ADSs as capital assets. If we are a PFIC, a U.S. Holder will generally be subject to similar rules with respect to distributions we receive from, and our dispositions of the stock of, any of our direct or indirect subsidiaries that also are PFICs, as if such distributions were indirectly received by, and/or dispositions were indirectly carried out by, such U.S. Holder. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to our subsidiaries. U.S. Holders can avoid the interest charge on excess distributions or gain relating to the ordinary shares or ADSs by making a mark-to-market election with respect to the ordinary shares or ADSs, provided that the ordinary shares or ADSs are “marketable.” Ordinary shares or ADSs will be marketable if they are “regularly traded” on certain U.S. stock exchanges or on a foreign stock exchange that meets certain conditions. For these purposes, the ordinary shares or ADSs will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement will be disregarded. Our ADSs have been listed on Nasdaq, which is a qualified exchange for these purposes. Consequently, if our ADSs remain listed on Nasdaq and are regularly traded, and you are a holder of ADSs, we expect the mark-to-market election would be available to you if we are a PFIC. Each U.S. Holder should consult its tax advisor as to the whether a mark-to-market election is available or advisable with respect to the ordinary shares or ADSs. A U.S. Holder that makes a mark-to-market election must include in ordinary income for each year an amount equal to the excess, if any, of the fair market value of the ordinary shares or ADSs at the close of the taxable year over the U.S. Holder’s adjusted tax basis in the ordinary shares or ADSs. An electing holder may also claim an ordinary loss deduction for the excess, if any, of the U.S. 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, 192 Table of Contents 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. However, a mark-to-market election generally cannot be made for equity interests in any lower-tier PFICs that we own, unless shares of such lower-tier PFIC are themselves “marketable.” As a result, even if a U.S. Holder validly makes a mark-to-market election with respect to our ordinary shares or ADSs, the U.S. Holder may continue to be subject to the PFIC rules (described above) with respect to its indirect interest in any of our investments that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. U.S. Holders should consult their tax advisors to determine whether any of these elections would be available and if so, what the consequences of the alternative treatments would be in their particular circumstances. We do not intend to provide information necessary for U.S. holders to make QEF elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above . Unless otherwise provided by the U.S. Treasury, each U.S. shareholder of a PFIC is required to file an annual report containing such information as the U.S. Treasury may require. A U.S. Holder’s failure to file the annual report will cause the statute of limitations for such U.S. Holder’s U.S. 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’s entire U.S. federal income tax return will remain open during such period. U.S. Holders should consult their tax advisors regarding the requirements of filing such information returns under these rules. WE STRONGLY URGE YOU TO CONSULT YOUR TAX ADVISOR REGARDING THE APPLICATION OF THE PFIC RULES TO YOUR INVESTMENT IN THE ORDINARY SHARES OR ADSs. Taxation of Distributions Subject to the discussion above under “Passive Foreign Investment Company Rules,” distributions paid on ordinary shares or ADSs, other than certain pro rata distributions of ordinary shares or ADSs, will generally be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we may not calculate our earnings and profits under U.S. federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends. Subject to applicable limitations and the discussions above regarding concerns expressed by the U.S. Treasury, dividends paid to certain non-corporate U.S. Holders may be taxable at preferential rates applicable to “qualified dividend income” if we are a “qualified foreign corporation” and certain other requirements are met. However, the qualified dividend income treatment will not apply if we are treated as a PFIC with respect to the U.S. Holder. The amount of the dividend will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Dividends will generally be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend. The amount of any dividend income paid in foreign currency will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. Such gain or loss would generally be treated as U.S.-source ordinary income or loss. The amount of any distribution of property other than cash (and other than certain pro rata distributions of ordinary shares or ADSs or rights to acquire ordinary shares or ADSs) will be the fair market value of such property on the date of distribution. For foreign tax credit limitation purposes, our dividends will generally be treated as passive category income. Because no UK taxes will be withheld from dividends on ordinary shares or ADSs, there will be no creditable foreign taxes associated with any dividends that a U.S. Holder will receive. The rules governing foreign tax credits are complex and U.S. Holders should therefore consult their tax advisers regarding the effect of the receipt of dividends for foreign tax credit limitation purposes. Sale or Other Taxable Disposition of Ordinary Shares and ADSs Subject to the discussion above under “Passive Foreign Investment Company Rules,” gain or loss realized on the sale or other taxable disposition of ordinary shares or ADSs will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ordinary shares or ADSs for more than one year at the time of sale or other taxable disposition. 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 193 Table of Contents disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. Subject to the PFIC rules described above, long-term capital gains recognized by certain non-corporate U.S. Holders (including individuals) will be, under current law, subject to reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations. If the consideration received by a U.S. Holder is not paid in U.S. dollars, the amount realized will be the U.S. dollar value of the payment received determined by reference to the spot rate of exchange on the date of the sale or other disposition. However, if the ordinary shares or ADSs are treated as traded on an “established securities market” and you are either a cash basis taxpayer or an accrual basis taxpayer that has made a special election (which must be applied consistently from year to year and cannot be changed without the consent of the IRS), you will determine the U.S. dollar value of the amount realized in a non-U.S. dollar currency by translating the amount received at the spot rate of exchange on the settlement date of the sale. If you are an accrual basis taxpayer that is not eligible to or does not elect to determine the amount realized using the spot rate on the settlement date, you will recognize foreign currency gain or loss to the extent of any difference between the U.S. dollar amount realized on the date of sale or disposition and the U.S. dollar value of the currency received at the spot rate on the settlement date. Information Reporting and Backup Withholding Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding on a duly executed IRS Form W-9 or otherwise establishes an exemption. The amount of any backup withholding from a payment to a U.S. Holder may be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS. Information with Respect to Foreign Financial Assets Certain U.S. Holders who are individuals (and, under regulations, certain entities) may be required to report information relating to the ordinary shares or ADSs, subject to certain exceptions (including an exception for ordinary shares or ADSs held in accounts maintained by certain U.S. financial institutions), by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. Such U.S. Holders who fail to timely furnish the required information may be subject to a penalty. Additionally, if a U.S. Holder does not file the required information, the statute of limitations with respect to tax returns of the U.S. Holder to which the information relates may not close until three years after such information is filed. U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to their ownership and disposition of the ordinary shares or ADSs. UK Taxation 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 ordinary shares or 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 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. tax regime save as set out above under “U.S. Federal Income Tax Considerations for U.S. Holders.” 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). 194 Table of Contents This guide may not relate to certain classes of UK Holders, such as (but not limited to): • persons who are connected with us; • financial institutions; • insurance companies; • charities or tax-exempt organizations; • collective investment schemes; • pension schemes; • market makers, intermediaries, brokers or dealers in securities or persons who hold ordinary shares or ADSs otherwise than as an investment; and • 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. However, based on published HMRC guidance we would expect that HMRC will regard a holder of ADSs as holding the beneficial interest in the underlying shares and therefore these paragraphs assume that a holder of ADSs is the beneficial owner of the underlying ordinary shares and any dividends paid in respect of the underlying ordinary shares (where the dividends are regarded for UK purposes as that person’s own income) for UK direct tax purposes. 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 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. Dividends Withholding Tax Dividends that we pay will not be subject to any withholding or deduction for or on account of UK tax. Income Tax 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 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. Dividend income is treated as the top slice of the total income chargeable to UK income tax for an individual UK Holder. An individual UK Holder who receives a dividend in the 2025/2026 tax year will be entitled to a tax-free allowance of £500. 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 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. 195 Table of Contents Corporation Tax 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, 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 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 The discussion below relates to the holders of our ordinary shares or ADSs wherever resident, however it should be noted that special rules may apply to certain persons such as market makers, brokers, dealers or intermediaries. 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 (including ordinary shares underlying our ADSs). Transfer of Ordinary Shares An unconditional agreement to transfer ordinary shares will normally give rise to a charge to SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer. The purchaser of the ordinary shares is liable for the SDRT. 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 196 Table of Contents 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. Clearance Services and Depositary Receipts Under current UK tax law (as set out in section 20 and Schedule 11 of the Finance Act of 2024), with effect from 1 January 2024, a higher rate of 1.5% UK stamp duty or UK SDRT (which we refer to as the 1.5% Charge) should not arise in respect of an issue of ordinary shares, or an unconditional agreement to issue ordinary shares, to a clearance service or a depositary receipt system. Further, subject to the below, no 1.5% Charge should arise in respect of a transfer of ordinary shares, or an unconditional agreement to transfer ordinary shares, to a clearance service or depositary receipt system, where the transfer is carried out in the course of “capital-raising arrangements”, being arrangements pursuant to which the relevant ordinary shares are issued by the company for the purpose of raising new capital. Where any ordinary shares are subject to restriction that has the effect of preventing the transfer of such ordinary shares into a clearance service or depositary receipt system in the course of capital-raising arrangements, such ordinary shares must be transferred as soon as reasonably practicable after the time at which the restriction ceases to have effect in order to prevent the 1.5% Charge from applying. Where a clearance service has made and maintained an election under section 97A of the UK Finance Act 1986, or a section 97A election, no 1.5% Charge will apply on any transfer of ordinary shares, or an unconditional agreement to transfer ordinary shares, to that clearance service. It is understood that HMRC regards the facilities of DTC as a clearance service for these purposes, and we are not aware of any section 97A election having been made by the DTC. If arising, any UK stamp duty or UK SDRT payable on a transfer of ordinary shares to a depositary receipt system or clearance service will in practice generally be paid by the transferors or participants in the clearance service or depositary receipt system. Issue of ADSs No UK stamp duty or UK SDRT should be payable on the issue of ADSs in the Company. If arising, any stamp duty or SDRT payable on a transfer of ordinary shares to a depositary receipt system or clearance service will in practice generally be paid by the transferors or participants in the clearance service or depositary receipt system. Transfer of ADSs within a clearance system No UK SDRT should be required to be paid in respect of a paperless transfer of ADSs through the facilities of DTC, provided that no section 97A election has been made and maintained by DTC, and such ADSs are held through DTC at the time of any agreement for their transfer. We are not aware of any section 97A election having been made by the DTC. Issue or Transfers of ADRs On the basis of current published HMRC guidance, an ADR is not regarded as stock or a marketable security for the purposes of UK stamp duty or a chargeable security for the purposes of UK SDRT and, as such, no UK stamp duty or SDRT should be required to be paid on the issue or transfer of (including an agreement to transfer) ADRs in the Company. Chargeable Gains Tax – Warrants For UK corporate holders of warrants, the precise UK corporation tax treatment of warrants is dependent on whether or not the warrants are considered to constitute derivative contracts for UK tax purposes. Warrants treated as derivative contracts for UK tax purposes Where a warrant constitutes a derivative contracts for UK tax purposes, the amounts that are required to be brought into account for UK corporation tax purposes by a UK corporate holder of warrants are, broadly, those amounts which are recognized under relevant generally accepted accounting principles in determining the relevant UK corporation’s profits and losses (including those of a capital nature) arising from the warrants, as well as certain related expenses. UK corporate holders of warrants who consider that any of the warrants may constitute derivative contracts for UK tax purposes should consult with their tax advisors as to the tax implications of such treatment. 197 Table of Contents UK non-corporate holders, and warrants not treated as derivative contracts for UK tax purposes Where (for UK corporate holders of warrants) a warrant does not constitute a derivative contract for UK tax purposes, or for UK non-corporate holders of warrants, then (depending on the circumstances) neither the grant nor the exercise of a warrant should generally give rise to a UK chargeable gains / capital gains tax charge, and the relevant UK holder’s base cost in the warrant, or (following exercise) the asset which was the subject of the warrant should broadly comprise, in the case of the warrant, any amounts paid by the relevant UK holder for the acquisition of the warrant, and in the case of the asset which was the subject of the warrant, any such amounts, together with any amounts paid for the exercise of the relevant warrant. 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 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 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. However, an individual holder of warrants 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 warrants (or, following exercise, the underlying asset) 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 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 - Warrants The UK stamp duty and UK stamp duty reserve tax implications of both the issue, the exercise and the transfer of warrants is complex. Specific professional advice should be sought before incurring or reimbursing the costs of a UK stamp duty or UK SDRT charge in any circumstances relating to a warranty (including the issuance, exercise or transfer of any warrant). (b) Rule 10b5-1 Plans During the three months ended December 31, 2025, none of our directors or executive officers adopted , terminated or modified the amount, pricing or timing provisions in any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” 198 Table of Contents ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. 199 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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 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. The remaining information called for by this item, including information about our Directors, Executive Officers and Audit Committee and our insider trading policy (a copy of our insider trading policy is filed as Exhibit 19.1 to this report), will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information called for by this item will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information called for by this item will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information called for by this item will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information called for by this item will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference. 200 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Listing of Documents 1. Financial Statements The following financial statements are submitted in a separate section beginning on page F-1 of this Annual Report, as follows: Page 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’ (Deficit)/Equity F- 6 Consolidated Statements of Cash Flows F- 7 Notes to Consolidated Financial Statements F- 8 2. Financial Statement Schedules All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included. 3. Exhibits The documents listed in the Exhibit Index of this Annual Report are incorporated by reference or are filed with this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). INDEX Exhibit Number Description Incorporation by reference Schedule/Form File Number Exhibit File Date 3.2 Articles of Association of COMPASS Pathways plc. Form F-1/A 333-248484 3.2 9/14/2020 4.1 Deposit Agreement Form F-6/A 333-248514 99.(A) 9/17/2020 4.2 Form of American Depositary Receipt (included in exhibit 4.1). 4.3 Description of Securities Form 10-K 001-39522 4.3 02/28/2023 4.4 Form of Lender Warrant Form 8-K 001-39522 4.1 07/05/2023 4.5 Form of PIPE Investor Warrant Form 8-K 001-39522 4.1 08/16/2023 4.6 Form of Pre- F unded Warrant Form 8-K 001-39522 4.1 01/10/2025 4.7 Form of ADS Warrant Form 8-K 001-39522 4.2 01/10/2025 10.1 Investment and shareholders’ agreement by and between COMPASS Rx Limited and the shareholders named therein, dated April 17, 2020 and amended and restated on August 7, 2020. Form F-1 333-248484 10.1 8/28/2020 10.2# 2020 Employee Share Option and Incentive Plan with Non-Employee Sub-Plan and U.S. Sub-Plan, as amended. Form F-1/A 333-248484 10.2 9/14/2020 10.3# 2020 Employee Share Purchase Plan Form F-1/A 333-248484 10.3 9/14/2020 201 Table of Contents 10.4 Form of Deed of Indemnity between COMPASS Pathways plc and each of its Directors and Officers. Form F-1/A 333-248484 10.6 9/14/2020 10.5# Form of Non-Qualified Share Option Agreement for Company Employees under the 2020 Share Option and Incentive Plan. Form 8-K 001-39522 10.2 02/04/2022 10.6# Restricted share unit award agreement for company employees under the COMPASS Pathways plc 2020 Share Option and Incentive Plan Form 10-K 001-39522 10.12 02/28/2023 10.7# Employment Agreement with Matthew Owens 10-K 001-39522 10.20 02/24/2022 10.8 Service Agreement by and between Movassate Family Trust and COMPASS Pathways Inc dated August 3, 2021 10-K 001-39522 10.22 02/24/2022 10.9 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 10.1 05/10/2022 10.10# Form of Inducement Award Non-Qualified Share Option Agreement. 10-Q 001-39522 10.3 8/04/2022 10.11 License Agreement between Fora Space Limited and COMPASS Pathfinder Limited dated April 4, 2023. 10-Q 001-39522 10.1 05/11/2023 10.12 Securities Purchase Agreement, dated August 16, 2023, by and among the Company and the Purchasers. 8-K 001-39522 10.1 08/16/2023 10.13 Lease Agreement between Azul NYC LLC and COMPASS Pathways, Inc. dated September 28, 2023. 10-Q 001-39522 10.2 11/2/2023 10.14# Employment Agreement dated May 7, 2020 by and between Compass Pathways and Mary-Rose Hughes, as amended 10-K 001-39522 10.24 02/29/2024 10.15# Employment Agreement dated December 6, 2023, by and between Compass Pathways and Teri Loxam. 8-K 001-39522 10.1 12/07/2023 10.16# Amendment to Employment Agreement dated August 1, 2023 by and between Kabir Nath and Compass Pathways, Inc. dated August 1, 2023 10-K 001-39522 10.26 02/29/2024 10.17# Employment Agreement with Matthew Owens, as amended effective March 6, 2024 10-Q 001-39522 10.1 05/08/2024 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 10.19# Settlement Agreement with Matthew Owens dated December 19, 2024 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 10.22 † 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 202 Table of Contents 10.24 † 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. 8-K 001-39522 10.1 01/07/2026 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. Form F-1 333-248484 21.1 8/28/2020 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 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13(a)-14(a)/15d-14(a), by Principal Finance Officer 32.1** Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Executive Officer and Principle Financial Officer 97.1 Compass Pathways plc Compensation Recovery Policy 10-K 001-39522 97.1 2/29/2024 101.INS* XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). _________________ # Indicates a management contract or any compensatory plan, contract or arrangement. † Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit pursuant to Item 601(b)(10)(iv). The Company undertakes to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. * Filed herewith ** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. 203 Table of Contents ITEM 16. FORM 10-K SUMMARY Not applicable. INDEX TO THE FINANCIAL STATEMENTS Consolidated Financial Statements of Compass Pathways Plc INDEX TO ANNUAL CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 1 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’ (Deficit) / Equity F- 6 Consolidated Statements of Cash Flows F- 7 Notes to Consolidated Financial Statements F- 8 204 Table of Contents 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 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 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 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 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 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 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 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Table of Contents Benefit from Research and Development 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 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. F-2 Table of Contents 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. 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 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. 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 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. /s/ PricewaterhouseCoopers LLP Reading, United Kingdom February 27, 2025 We served as the Company's auditor from 2018 to 2025. F-3 Table of Contents COMPASS PATHWAYS PLC Consolidated Balance Sheets (in thousands, except share and per share amounts) (expressed in U.S. Dollars, unless otherwise stated) December 31, 2025 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 149,608 $ 165,081 Restricted cash 379 389 Prepaid expenses and other current assets 41,503 35,821 Total current assets 191,490 201,291 NON-CURRENT ASSETS: Operating lease right-of-use assets 3,424 2,006 Deferred tax assets 3,751 3,774 Long-term prepaid expenses and other assets 11,684 6,595 Total assets $ 210,349 $ 213,666 LIABILITIES AND SHAREHOLDERS' (DEFICIT)/EQUITY CURRENT LIABILITIES: Accounts payable $ 15,222 $ 12,283 Accrued expenses and other liabilities 9,214 14,495 Debt, current portion 17,523 5,513 Operating lease liabilities - current 2,110 1,725 Warrant liabilities 203,726 — Total current liabilities 247,795 34,016 NON-CURRENT LIABILITIES: Debt, non-current portion 14,110 24,652 Operating lease liabilities - non-current 1,292 303 Total liabilities 263,197 58,971 Commitments and contingencies (Note 14) SHAREHOLDERS' (DEFICIT)/EQUITY: Ordinary shares, £ 0.008 par value; 96,085,785 and 68,552,215 shares authorized, issued and outstanding at December 31, 2025 and 2024, respectively 973 702 Additional paid-in capital 783,562 704,919 Accumulated other comprehensive loss ( 14,789 ) ( 16,194 ) Accumulated deficit ( 822,594 ) ( 534,732 ) 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. F-4 Table of Contents COMPASS PATHWAYS PLC Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) (expressed in U.S. Dollars, unless otherwise stated) Year Ended December 31, 2025 2024 OPERATING EXPENSES: Research and development $ 118,436 $ 119,039 General and administrative 60,601 59,166 Total operating expenses 179,037 178,205 LOSS FROM OPERATIONS: ( 179,037 ) ( 178,205 ) OTHER (EXPENSE) INCOME, NET: Fair value change of warrant liabilities ( 122,561 ) — Benefit from R&D tax credit 3,747 21,097 Interest income 7,182 8,268 Interest expense ( 4,517 ) ( 4,479 ) Foreign exchange gains (losses) 3,471 ( 1,032 ) Other income 1,380 823 Total other (expense) income, net ( 111,298 ) 24,677 Loss before income taxes ( 290,335 ) ( 153,528 ) Income tax benefit (expense) 2,473 ( 1,594 ) Net loss $ ( 287,862 ) $ ( 155,122 ) Net loss per share attributable to ordinary shareholders—basic and diluted $ ( 3.08 ) $ ( 2.30 ) Weighted average ordinary shares outstanding—basic and diluted 93,504,836 67,482,902 Net loss $ ( 287,862 ) $ ( 155,122 ) Other comprehensive loss: Foreign exchange translation adjustment 1,405 732 Comprehensive loss $ ( 286,457 ) $ ( 154,390 ) The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents COMPASS PATHWAYS PLC Consolidated Statements of Shareholders’ (Deficit) Equity (in thousands, except share and per share amounts) (expressed in U.S. Dollars, unless otherwise stated) ORDINARY SHARES ADDITIONAL PAID-IN CAPITAL ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME ACCUMULATED DEFICIT TOTAL SHAREHOLDERS' (DEFICIT)/EQUITY £ 0.008 PAR VALUE SHARES AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT Balance at December 31, 2023 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 Exercise of share options 189,214 2 219 — — 221 Issuance of ordinary shares to settle vested restricted stock units 83,527 1 ( 1 ) — — — Issuance of ordinary shares under employee share purchase plan 74,155 1 364 — — 365 Shares tendered for withholding taxes — — ( 239 ) — — ( 239 ) Share-based compensation expense — — 19,517 — — 19,517 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 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 Issuance of ordinary shares to settle vested restricted stock units 156,245 2 ( 1 ) — — 1 Issuance of ordinary shares under employee share purchase plan 92,752 1 318 319 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 Net loss — — — — ( 287,862 ) ( 287,862 ) Balance at December 31, 2025 96,085,785 $ 973 783,562 $ ( 14,789 ) $ ( 822,594 ) $ ( 52,848 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents COMPASS PATHWAYS PLC Consolidated Statements of Cash Flows (in thousands) (expressed in U.S. Dollars, unless otherwise stated) Year Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 287,862 ) $ ( 155,122 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation 216 233 Non-cash interest 1,468 1,408 Non-cash gain (loss) on foreign currency remeasurement ( 1,152 ) 755 Non-cash share-based compensation 13,590 19,517 Non-cash lease expenses 2,410 2,300 Transaction costs allocated to warrants 5,778 — Fair value change of warrant liabilities 122,561 — Changes in operating assets and liabilities Prepaid expenses and other current assets ( 3,238 ) 3,220 Deferred and prepaid tax assets 23 686 Other assets ( 4,711 ) 135 Operating lease liabilities ( 2,452 ) ( 2,265 ) Accounts payable 2,034 6,590 Accrued expenses and other liabilities ( 5,905 ) 3,357 Net cash used in operating activities ( 157,240 ) ( 119,186 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of ordinary shares and Pre-funded Warrants, net of issuance costs 140,357 26,219 Proceeds from the exercise of warrants — 37,258 Proceeds from the vesting of restricted share units 1 — Payments of withholding tax on stock award — ( 239 ) 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 Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,045 194 Net (decrease)/increase in cash, cash equivalents and restricted cash ( 15,483 ) ( 55,168 ) Cash, cash equivalents and restricted cash, beginning of the period 165,470 220,638 Cash, cash equivalents and restricted cash, end of the period $ 149,987 $ 165,470 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 3,050 $ 3,070 Cash paid for taxes $ 755 $ 1,121 The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of each of the periods, shown above: Year Ended December 31, 2025 2024 Cash and cash equivalents $ 149,608 $ 165,081 Short-term restricted cash 379 389 Total cash, cash equivalents and restricted cash $ 149,987 $ 165,470 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents COMPASS PATHWAYS PLC Notes to Consolidated Financial Statements 1. Nature of Business Compass Pathways plc, or the Company, is a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health. The Company is developing its investigational COMP360 psilocybin treatment through late-stage clinical trials in Europe and North America for patients with treatment-resistant depression. 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. 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. Even if the Company’s therapeutic development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from sales. 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 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. On August 16, 2023, the Company entered into a Securities Purchase Agreement, pursuant to which the Company agreed to sell and issue in a private placement transaction (i) 16,076,750 ADSs and (ii) PIPE Warrants to purchase up to 16,076,750 ADSs, at a purchase price of approximately $ 7.78 per ADS and accompanying PIPE Warrant to purchase one ADS. Each PIPE Warrant has an exercise price of $ 9.93 per ADS and is exercisable for a three year period beginning in February 2024. The PIPE Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the PIPE Warrants. 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 F-8 Table of Contents 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, 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 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. The Company may raise additional capital through a combination of equity offerings, debt financings, collaborations, and other strategic transactions, including marketing, distribution or licensing arrangements. 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 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. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Restricted Cash Restricted cash represents a collateral deposit for employee credit cards. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. 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 F-9 Table of Contents and the inputs for the last are considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques The carrying amounts reflected in the consolidated balance sheets for the Company’s cash and cash equivalents, restricted cash, other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The carrying value of the Company’s outstanding debt approximates fair value, reflecting interest rates currently available to the Company. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents. The Company places cash and cash equivalents in diversified and established financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company has cash and cash equivalents in excess of the FDIC insured limit. 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. Impairment of Long-Lived Assets The Company evaluates assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company has not recognized any impairment losses or had triggering events related to its underlying assets for the years ended December 31, 2025 and 2024. Segment Information In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which improved segment disclosure requirements, primarily through enhanced disclosure requirements for significant segment expenses. The improved disclosure requirements apply to all public entities that are required to report segment information, including those with only one reportable segment. Operating segments are identified as components of an entity that meet all of the following criteria: i) engage in business activities from which it may incur expenses; ii) operating results are regularly reviewed by the chief operating decision maker, to allocate resources and assess performance; iii) discrete financial information is available. The Company’s chief operating decision maker ("CODM"), is the Chief Executive Officer. The Company views its operations and manages its business as one operating segment. The CODM uses ‘total operating expenses,’ research and development and general and administrative ‘expenses by category,’ ‘loss before income taxes’ and ‘total assets’ to assess performance and decide how to allocate resources. The CODM also uses ‘total operating expenses’ ‘expenses by category’ and ‘loss before income taxes’ to monitor budget versus actual results to assess performance. Loss before income taxes is reported on the consolidated statements of operations and comprehensive loss. The measure of assets is reported on the consolidated balance sheets as total assets. As the Company operates in one operating segment, all required financial segment information can be found in these consolidated financial statements. All additional disclosures can be found in Note 15 below. F-10 Table of Contents Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, travel, and external costs of outside vendors engaged to conduct clinical development activities, clinical trials and the cost to manufacture clinical trial materials. Research Contract Costs, Prepayments and Accruals The Company has entered into various research and development-related contracts with research institutions and other companies. These agreements are generally cancellable, and related payments are recorded as research and development expenses as incurred. The Company records prepayments and accruals for estimated ongoing research costs and receives updated estimates of costs and amounts owed on a monthly basis from its third-party service providers. When evaluating the adequacy of the prepayments and accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted cost estimates from third-party service providers. Estimates are made in determining the prepaid and accrued balances at the end of any reporting period. The Company considers any prepayment that is more than 12 months in advance of the associated expense to be long-term. Actual results could differ from the Company’s estimates. The Company’s historical prepayments and accrual estimates have not been materially different from the actual costs. Share-Based Compensation The Company accounts for all share-based payment awards granted to employees and non-employees as share-based compensation expense at fair value. The Company grants equity awards under its share-based compensation programs, which may include share options and restricted share units. The measurement date for employee and non-employee awards is the date of grant, and share-based compensation costs are recognized as an expense over the requisite service period, which is the vesting period, on a straight-line basis. Share-based compensation expense is classified in the accompanying consolidated statements of operations and comprehensive loss based on the function to which the related services are provided. The Company recognizes share-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. On October 1, 2021, the Company launched the Share Incentive Plan, or the SIP, and Employee Share Purchase Plan, or the ESPP, through which employees can purchase shares at a discounted price. The Company estimates the fair value of stock options and shares to be issued under the SIP and ESPP using the Black-Scholes option-pricing model on the date of grant. The fair value of shares to be issued under these plans are recognized and amortized on a straight-line basis over the purchase period, which is generally six months. There have been no performance or market conditions attached to the share options granted by the Company to date. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 10 for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Assumptions used in the option pricing model include the following: 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: (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 Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The Company utilizes this method due to the lack of historical exercise data and the plain nature of its share-based awards. Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. In addition, the Loan Agreement with Hercules currently prohibits dividends that may be declared or paid on our ordinary shares. F-11 Table of Contents Fair value of ordinary shares. The fair value of ordinary shares is determined by reference to the closing price of ADSs on the Nasdaq Global Select Market on the day prior to or day of the grant. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheets as right-of-use assets and current and non-current lease liabilities, as applicable. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and to allocate all the contract consideration to the lease component only. All the Company’s leases are classified as operating leases. Lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease. As the Company’s leases do not typically provide an implicit rate, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. As the Company does not have a rating agency-based credit rating, quotes were obtained from lenders to establish an estimated secured rate to borrow based on Company and market-based factors as of the respective lease measurement dates. The Company has elected not to recognize leases with an original term of one year or less on the consolidated balance sheets. The Company typically only includes the non-cancelable lease term in its assessment of a lease arrangement unless there is an option to extend the lease that is reasonably certain of exercise. Prospectively, the Company will adjust the right-of-use assets for straight-line rent expense or any incentives received and remeasure the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. Operating lease costs are recognized on a straight-line basis over the lease term, and they are categorized within research and development and general and administrative expenses in the consolidated statements of operations and comprehensive loss. The operating lease cash flows are categorized under net cash used in operating activities in the consolidated statements of cash flows. Foreign Currency Translation The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. 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. subsidiary, Compass Pathfinder Limited, is British Pound Sterling and the functional currency of its U.S. subsidiary, Compass Pathways Inc. is USD. The functional currency of these subsidiaries is the same as the local currency. The translated balances of monetary and non-monetary assets and liabilities recorded in the reporting entity’s consolidated financial statements as of the end of the prior reporting period become the new accounting basis for those assets and liabilities in the period of the change. To the extent that the distinct and separable operation has monetary assets and liabilities denominated in the old functional currency, such balances will create transaction gains and losses subsequent to the change in functional currency. The balance recorded in the cumulative translation reserve, included within accumulated other comprehensive loss, in the consolidated balance sheets for prior periods is not reversed upon the change in functional currency. The Company translates the assets and liabilities of Compass Pathfinder Limited into USD at the exchange rate in effect on the balance sheet date. Income and expenses are translated at the average exchange rate in effect during the period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated statements of shareholders’ equity as a component of accumulated other comprehensive loss. Corporate Income Taxes 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 F-12 Table of Contents are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements. The amount of benefit that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. As of December 31, 2025 and 2024, the Company has not identified any material uncertain tax positions. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2025 and 2024 no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. Benefit from Research and Development Tax Credit 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. 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 F-13 Table of Contents 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. Due to the nature of the business, the Company has generated losses since inception. The benefit from R&D tax credits is recognized in the consolidated statements of operations and comprehensive loss as a component of other income, net, and represents the sum of the R&D tax credits recoverable in the UK. The UK R&D tax credit is fully refundable to the Company and is not dependent on current or future taxable income. As a result, the Company has recorded the entire benefit from the UK R&D tax credit as a benefit which is included in net loss before income tax and accordingly, not reflected as part of the income tax provision. 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. Unsurrendered UK losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of UK taxable profits. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. For the years ended December 31, 2025 and 2024, the only component of accumulated other comprehensive loss is foreign currency translation adjustment. Net Loss per Share The Company has reported losses since inception and has computed basic net loss per share attributable to ordinary shareholders by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary shares, including unvested restricted shares, outstanding options and warrants. Because the Company has reported net losses since inception, these potential ordinary shares have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Long-term Debt On June 30, 2023, the Company entered into the Loan Agreement with Hercules. The Company assessed all terms and features of the Loan Agreement in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the debt. The Company determined that all features of the Loan Agreement are clearly and closely associated with a debt host and, as such, do not require separate accounting as a derivative liability. Debt issuance costs consist of costs incurred in obtaining long-term financing. These costs are classified on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability. These expenses are deferred and amortized as part of interest expense in the consolidated statements of operations and comprehensive loss using the effective interest rate method over the term of the debt agreement. Warrants On June 30, 2023, the Company entered into a warrant agreement with Hercules. 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 F-14 Table of Contents 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. The PIPE Warrants are exercisable for a three year period beginning in February 2024. The Company assessed all terms and features of the PIPE 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 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. Assumptions used in the warrant pricing model include the following: Expected volatility . 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. Expected term. 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 . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of the issuance for time periods that are approximately equal to the expected term of the warrant. Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. In addition, the Loan Agreement with Hercules currently prohibits, and any future debt financing arrangements may contain terms prohibiting or limiting the number of dividends that may be declared or paid on our ordinary shares. F-15 Table of Contents Fair value of ordinary shares. The fair value of the warrants is determined by reference to the closing price of ADSs on the Nasdaq Global Select Market on the day of issuance. Recently Issued Accounting Pronouncements 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. ASU No. 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. 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 the Company’s consolidated financial statement disclosures. 3. 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 Assets: Cash equivalents 43,053 — — 43,053 $ 43,053 $ — $ — $ 43,053 Fair Value Measurements as of December 31, 2024 Level 1 Level 2 Level 3 Total Assets: 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. F-16 Table of Contents 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2025 2024 UK R&D tax credit $ 15,387 $ 20,712 Prepaid research and development 17,102 11,332 Prepaid income tax 3,434 197 Other current assets 5,580 3,580 $ 41,503 $ 35,821 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. 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. 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. 5. Long-term Prepaid Expenses and Other Assets Long-term prepaid expenses and other assets consisted of the following (in thousands): December 31, 2025 2024 UK R&D tax credit $ 10,950 $ — Prepaid research and development - long-term — 5,737 Other assets 734 858 $ 11,684 $ 6,595 6. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2025 2024 Accrued compensation and benefit costs $ 5,445 $ 7,914 Accrued research and development expense 1,868 3,724 Accrued professional expenses 1,342 1,532 Other liabilities 559 1,325 $ 9,214 $ 14,495 7. Debt 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) F-17 Table of Contents 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. The outstanding principal balance of the term loan bears interest at an annual rate equal to the greater of either (i) the prime rate as reported in The Wall Street Journal plus 1.50 % or (ii) 9.75 %. Accrued interest is payable monthly following the funding of each term loan. 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 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 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 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, 2025 and 2024. Long-term debt consisted of the following (in thousands): December 31, 2025 2024 Term loan payable $ 30,000 $ 30,000 End of term charge 1,425 1,425 Future principal payments and end of term charge $ 31,425 $ 31,425 PIK interest payable 1,088 649 Unamortized debt issuance costs ( 880 ) ( 1,909 ) Carrying value of long-term debt $ 31,633 $ 30,165 Less: 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): Year ending December 31, 2026 18,252 Year ending December 31, 2027 13,173 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. 8. 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: F-18 Table of Contents January 13, 2025 December 31, 2025 Level Amount Level Amount 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 ADS Warrants Fair value as of December 31, 2024 $ — $ — Initial fair value as of January 13, 2025 37,220 55,726 Exercise of warrant liabilities ( 10,153 ) — 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. F-19 Table of Contents 9. Shareholders’ Equity Ordinary Shares Each ordinary share entitles the holder to one vote on all matters submitted to a vote of the Company’s shareholders. Ordinary shareholders are entitled to receive dividends, if any, as may be declared by the board of directors. Through December 31, 2025 , no cash dividends had been declared or paid by the Company. 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. During the year ended December 31, 2025, a total of 189,174 restricted share units vested, of which 156,245 shares were issued and 32,929 shares were settled. 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 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. 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. Warrants 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). On June 30, 2023, with the receipt of the first term loan, 94,222 shares became exercisable to Hercules with a fair market value of $ 0.7 million. On August 18, 2023, in connection with the PIPE, the Company issued and sold warrants to purchase up to 16,076,750 ADSs, each representing one ordinary share, at a purchase price of $ 9.93 per ADS. The PIPE Warrants became exercisable for a three year period beginning in February 2024. 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 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 F-20 Table of Contents 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. 10. Share-Based Compensation 2017 Equity Incentive Plan Under the Company’s historical shareholder and subscription agreements, the Company was authorized to issue restricted shares, restricted share units, as well as options, as incentives to its employees, non-employees and members of its board of directors. To the extent such incentives were in the form of share options, the options were granted pursuant to the terms of the 2017 Equity Incentive Plan, or the 2017 Plan. In July 2019, the Company’s board of directors adopted the 2017 Plan. The 2017 Plan provided for the grant of Enterprise Management Incentive, or EMI, options, to its UK employees, for the grant of options to its U.S. employees and non-employees of the Company. The 2017 Plan was administered by the board of directors. Options granted under the 2017 Plan, typically vest over a three or four-year service period with 33.3 % and 25 % respectively, of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining years. Options granted under the 2017 Plan generally expire 10 years from the date of grant. Restricted share units granted under the 2017 Plan typically vest over a four-year service period with 25 % of the award vesting on the first anniversary of the commencement date and quarterly thereafter. The options granted on June 30, 2020 were subject to 25 % vesting upon the earlier occurrence of (i) the one year anniversary of the date of grant, or (ii) the date of the listing of the Company's ordinary shares on any stock exchange, followed by straight line vesting for three years for the remaining 75 % of the allocation until vested in full. 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, 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, 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. On October 1, 2021, the Company launched the SIP and the ESPP, through which employees can purchase shares at a discounted price. At the end of six months , shares will automatically be purchased at the lower of the opening and closing price of the shares for the saving period minus a 15 % discount. 2020 Share Option Plan F-21 Table of Contents 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 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. There are three potential vesting terms for the 2025 grants including: (i) 25 % per year over four year service period, (ii) four year service period with 25 % of the vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining years; and (iii) monthly vesting over four year service period. 2022 Inducement Option Award During 2022, the Company granted a non-qualified share option to purchase up to 600,000 ordinary shares as an inducement grant to our chief executive officer. The non-qualified share option has a 10 year term and one-fourth vested on August 1, 2023 and the remaining three-fourths will vest in equal monthly installments over the following 36 months. The non-qualified share option has other terms that mirror those of non-qualified share options granted under the Company’s 2020 Plan and the Company’s standard form of non-qualified share option agreement. Restricted Share Units A summary of the changes in the Company’s unvested restricted share units during the year ended December 31, 2025 is as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested and Outstanding as of December 31, 2024 658,553 $ 10.96 Granted 531,110 3.76 Vested ( 189,174 ) 11.21 Forfeited ( 226,062 ) 8.12 Unvested and Outstanding as of December 31, 2025 774,427 $ 6.79 As of December 31, 2025 and 2024 , there was $ 3.8 million and $ 5.5 million of unrecognized compensation cost related to unvested restricted share units, respectively, which is expected to be recognized over a weighted-average period of 2.5 years and 2.8 years , respectively. The exercise price of restricted share units is at a nominal value less than £ 0.01 per share. Share Options The following table summarizes the Company’s share options activity for the year ended December 31, 2025 : F-22 Table of Contents Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2024 8,235,619 $ 12.01 6.95 $ 6,009 Granted 2,581,977 $ 6.19 Exercised ( 925,179 ) $ 0.08 Cancelled or forfeited ( 2,289,124 ) $ 15.13 Outstanding as of December 31, 2025 7,603,293 $ 10.52 6.87 $ 10,972 Exercisable as of December 31, 2025 4,492,506 $ 13.58 5.67 $ 3,950 Unvested as of December 31, 2025 3,110,787 $ 6.11 8.62 $ 7,022 The aggregate intrinsic value of options exercised during the years ended December 31, 2025, and 2024 was $ 3.5 million and $ 1.2 million, respectively. The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares for those share options that had exercise prices lower than the fair value of the Company’s ordinary shares. The weighted average grant-date fair value of share options granted was $ 2.48 and $ 7.00 per share during the years ended December 31, 2025 and 2024 . As of December 31, 2025 and 2024 , there was $ 15.0 million and $ 25.5 million of unrecognized compensation cost related to unvested share options, which is expected to be recognized over a weighted-average period of 2.2 years and 2.4 years , respectively. Share Option Valuation The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, 2025 2024 Expected option life (years) 5.0 years 5.1 years Expected volatility 89.42 % 86.05 % Risk-free interest rate 4.06 % 4.12 % Expected dividend yield — % — % Share-based Compensation Expense Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands): Year Ended December 31, 2025 2024 Research and development 5,088 10,309 General and administrative 8,502 9,208 Total share-based compensation expense $ 13,590 $ 19,517 F-23 Table of Contents 11. Income Taxes Income (loss) before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2025 2024 United Kingdom ( 293,932 ) ( 156,711 ) Foreign 3,597 3,183 Loss before provision for income taxes ( 290,335 ) ( 153,528 ) The provision for income taxes for the years ended December 31, 2025 and 2024 was computed at the UK statutory income tax rate. The income tax provision for the years then ended comprised (in thousands): Year Ended December 31, 2025 2024 Current income tax provision United Kingdom $ — $ — Foreign ( 2,495 ) 2,031 Total current (benefit) expense: $ ( 2,495 ) $ 2,031 Deferred income tax (benefit) expense: United Kingdom — — Foreign 22 ( 437 ) Total deferred income tax (benefit) expense: $ 22 $ ( 437 ) Total provision for income taxes $ ( 2,473 ) $ 1,594 F-24 Table of Contents 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, 2025 Amount Rate 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 % 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 prior to the adoption of ASU 2023-09, is as follows (in thousands): Year Ended December 31, 2024 Corporation tax at UK statutory rate $ ( 38,382 ) Permanent differences 27 UK R&D tax credit 14,375 Change in valuation allowance 25,410 State income taxes 57 Deferred tax asset true-up 676 Return to provision ( 1,214 ) Share-based compensation 774 Change in UK tax rate — Other ( 129 ) $ 1,594 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. F-25 Table of Contents Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 consist of the following (in thousands): Year Ended December 31, 2025 2024 Net operating loss carryforward $ 110,742 $ 84,927 Reserves and accruals 2,954 647 Share-based compensation 18,662 18,205 Charitable contributions 44 126 Total deferred tax assets 132,402 103,905 Valuation allowance ( 128,651 ) ( 100,090 ) Depreciation — ( 41 ) Total deferred tax liabilities — ( 41 ) Net deferred tax assets $ 3,751 $ 3,774 As of December 31, 2025 and 2024, the Company had UK net operating loss carryforwards of approximately $ 577.9 million, and $ 280.8 million, respectively, that can be carried forward indefinitely. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2025 and 2024 related primarily to the increases in net operating loss and were as follows (in thousands): Year Ended December 31, 2025 2024 Valuation allowance at beginning of year $ 100,090 $ 76,072 Increases recorded to income tax provision 21,860 25,411 Increases recorded to CTA 6,701 ( 1,393 ) Valuation allowance at end of year $ 128,651 $ 100,090 Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2025 and 2024, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance against its net UK deferred tax assets as of December 31, 2025 and 2024. The deferred tax asset recognized relates entirely to the US entity. The Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. 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. 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. The Company and its subsidiaries file corporation tax returns in the UK and income tax returns in the U.S. 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. F-26 Table of Contents 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, 2025 United Kingdom $ — United States 755 Total $ 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. 12. Net Loss Per Share The Company computes basic net loss per share by dividing net loss by the weighted-average number of shares outstanding. The Company computes diluted net loss per share by dividing net loss by the weighted-average number of shares and dilutive potential share equivalents then outstanding during the period. The Company’s potentially dilutive securities, which include unvested ordinary shares, unvested restricted share units, options granted and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share attributable to ordinary shareholders is the same. The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to ordinary shareholders for the years ended December 31, 2025 and 2024 because including them would have had an anti-dilutive effect: Year Ended December 31, 2025 2024 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 - equity-classified 12,418,922 12,418,922 Warrants - liability-classified 43,759,448 — 64,586,033 21,350,849 13. Right of use assets New York, USA In September 2023, the Company entered into a lease agreement for office space located in New York, NY, that was undergoing construction to get the space ready for use. The required improvements were subsequently completed in October 2023 and the space was made available for use, resulting in the lease commencing on October 9, 2023. The stated lease term is three years . Lease payments will be made on a monthly basis and increase approximately 3.5 % each year over the lease term. The total commitment for lease payments over the stated term is $ 0.7 million. Soho, London, UK 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. F-27 Table of Contents Denmark Hill, London, UK In March 2022, the Company entered into an agreement for a lease with South London and Maudsley NHS Foundation Trust for land and buildings at 5 Windsor Walk, Maudsley Hospital, Denmark Hill, London, UK. The lease commenced on June 21, 2022 and has a contractual term of five years . The rent is £ 180,000 per year, with no deposit payable. The following table summarizes our costs included in our consolidated statements of operations and comprehensive loss related to right of use lease assets we have entered for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Lease cost Operating lease cost $ 2,408 $ 2,570 $ 2,408 $ 2,570 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 2,452 $ 2,533 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,572 $ 17 Weighted average remaining lease term (in years) 1.6 1.1 Weighted average discount rate 7.8 % 8.5 % The following table summarizes the future minimum lease payments due under operating leases as of December 31, 2025, (in thousands): December 31, 2026 2,285 December 31, 2027 1,320 Total future minimum lease payments $ 3,605 Less: imputed interest 203 Total $ 3,402 14. Commitments and Contingencies Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. The Company was not a party to any material litigation and did not have material contingency reserves established for any liabilities as of December 31, 2025 or 2024. Indemnification 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. F-28 Table of Contents 15. Segment Reporting The Company has one operating segment . The table below is a summary of the segment loss, including significant segment expenses (in thousands): Year Ended December 31, 2025 2024 Operating expenses: Research and Development: Development expenses $ 82,372 $ 76,993 Personnel expenses 24,420 26,707 Non-cash share-based compensation expense 5,088 10,309 Facilities and other expenses 1 6,556 5,030 General and Administrative: Personnel expenses 19,716 23,422 Legal and professional fees 23,521 14,535 Facilities and other expenses 1 8,862 12,001 Non-cash share-based compensation expense 8,502 9,208 Total operating expenses 179,037 178,205 Operating loss ( 179,037 ) ( 178,205 ) Fair value change of warrant liabilities ( 122,561 ) — Benefit from R&D tax credit 3,747 21,097 Interest income 7,182 8,268 Interest expense ( 4,517 ) ( 4,479 ) Foreign exchange gains (losses) 3,471 ( 1,032 ) Other income 1,380 823 Income tax benefit (expense) 2,473 ( 1,594 ) Net loss $ ( 287,862 ) $ ( 155,122 ) 1 Other expenses include subscriptions and memberships, consulting fees and company insurance. 16. Subsequent Events 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 F-29 Table of Contents 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. F-30 Table of Contents SIGNATURES 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 Date: March 24, 2026 By: /s/ Kabir Nath Kabir Nath Chief Executive Officer (Principal Executive Officer) 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. Signature Title Date /s/ Kabir Nath Chief Executive Officer (Principal Executive Officer) March 24, 2026 Kabir Nath /s/ Teri Loxam Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 24, 2026 Teri Loxam /s/ Gino Santini Chair of Board of Directors March 24, 2026 Gino Santini /s/ Justin Gover Director March 24, 2026 Justin Gover /s/ Annalisa Jenkins Director March 24, 2026 Annalisa Jenkins, MBBS /s/ Jeffrey Jonas Director March 24, 2026 Jeffrey Jonas /s/ Daphne Karydas Director March 24, 2026 Daphne Karydas /s/ Robert McQuade Director March 24, 2026 Robert McQuade /s/ David Norton Director March 24, 2026 David Norton /s/ Wayne Riley Director March 24, 2026 Wayne Riley, M.D., MPH, M.B.A. F-31