Compass Pathways Plc SEC Filings

COMPASS Pathways plc (CMPS) reported an insider ownership update. Director Jeffrey M. Jonas filed a Form 3, the initial statement of beneficial ownership, with an event date of 10/29/2025. The filing states that no securities are beneficially owned. The document was signed by Meredith Prithviraj under a power of attorney for Jeffrey M. Jonas, referencing Exhibit 24.

COMPASS Pathways (CMPS)Jeff Jonas, M.D. to its Board as a Class II director, effective October 29, 2025. He will serve on the audit and risk committee and the scientific committee. Upon joining, he will receive an option to purchase 52,000 ordinary shares (or an equivalent number of ADSs) with an exercise price set at the ADS closing price on the grant date, vesting in 36 equal monthly installments over three years.

Dr. Jonas brings leadership experience from Cure Ventures, Sage Therapeutics, ABio‑X, and multiple biotech boards. He will be eligible for annual cash retainers of $40,000 for Board service, $10,000 for audit and risk committee membership, and $6,000 for scientific committee membership. As part of a planned transition, Thomas Lönngren will retire from the Board effective December 31, 2025, and his decision was not due to any disagreement with the company.

RTW Investments, LP and Roderick Wong report shared beneficial ownership of 9,474,397 ordinary shares of COMPASS Pathways plc, representing 9.99% of the outstanding shares on a fully exercised-warrant basis. The filing states the reported amount assumes exercise of warrants to purchase 1,252,468 shares but limits exercise so the holders will not exceed 9.99% ownership. Voting and dispositive power are shared; neither reporting person claims sole voting or dispositive power. The shares are held by RTW Funds and RTW Master Fund, Ltd. is identified as having the right to receive proceeds or dividends for more than 5% of the reported shares. The filing was signed by Roderick Wong as Managing Partner of RTW Investments.

COMPASS Pathways plc Schedule 13G/A reports that TCG Crossover-affiliated funds and their managing member, Chen Yu, disclose beneficial ownership of Ordinary Shares represented by ADSs issuable upon exercise of warrants. TCG Crossover I holds 964,500 ADSs (1.0% of class) and TCG Crossover II holds 2,893,500 ADSs (2.9%), for an aggregate of 3,858,000 ADSs (3.9%) attributable to Chen Yu. The warrants may be exercisable within 60 days and are subject to an Ownership Limitation that prevents exercise to the extent it would exceed 9.99% ownership. The filers disclaim group status and state holdings are not intended to influence control.

Nantahala Capital Management, LLC and two principals report beneficial ownership of 5,934,315 American Depositary Shares of COMPASS Pathways plc, representing 6.23% of the class. The reported position includes 1,754,385 ADSs that may be acquired within sixty days through exercise of warrants, and all reported shares are held with shared voting and dispositive power rather than sole control. The filing identifies Nantahala as an investment adviser and the two individuals as control persons in respect of the shares held by Nantahala. Signatures appear for the reporting persons and a compliance officer certifies the ordinary-course nature of the holdings.

Form 4 snapshot – COMPASS Pathways plc (CMPS)

On 08/01/2025 CEO & Director Kabir Nath had 6,366 ordinary shares withheld (Code F) at $4.34 to cover tax obligations tied to restricted share unit vesting. The event is not an open-market buy or sell and does not change cash position. After the transaction Nath directly owns 221,302 shares. No derivative securities were reported.

The filing is routine, reflects equity-based compensation settlement, and has no stated impact on guidance, operations, or capital structure.