COMPASS Pathways (CMPS) CFO reports tax-withholding share disposition

Rhea-AI Filing Summary

El Director Financiero de COMPASS Pathways plc, Teri Loxam, informó sobre una disposición de acciones relacionada con impuestos. En la fecha de la operación, 4.467 acciones ordinarias fueron retenidas por la empresa al vesting de unidades de acciones restringidas para satisfacer las obligaciones de retención de impuestos. Tras esta retención, Loxam tenía directamente 78.783 acciones ordinarias.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Loxam Teri

(Last) (First) (Middle)

C/O COMPASS PATHWAYS PLC

33 BROADWICK STREET

(Street)

LONDON X0 W1F 0DQ

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPASS Pathways plc [ CMPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares(1)	03/02/2026		F		4,467(2)	D	$7.02	78,783	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. Represents shares withheld by the Issuer upon vesting of restricted share units to satisfy tax withholding obligations.

Remarks:

	/s/ Meredith Prithviraj by Power of Attorney for Teri Loxam	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did COMPASS Pathways (CMPS) CFO Teri Loxam report?

CFO Teri Loxam reported a disposition of 4,467 Ordinary Shares. These shares were withheld by COMPASS Pathways plc to cover tax obligations arising from the vesting of restricted share units, rather than being sold in an open market transaction.

Was the CMPS CFO’s Form 4 transaction an open market sale of shares?

No, the transaction was not an open market sale. The 4,467 Ordinary Shares were withheld by COMPASS Pathways plc upon vesting of restricted share units solely to satisfy tax withholding obligations, according to the Form 4 footnote disclosure.

How many COMPASS Pathways shares does the CFO hold after this Form 4 transaction?

After the tax-withholding disposition, CFO Teri Loxam directly holds 78,783 Ordinary Shares of COMPASS Pathways plc. This figure reflects her ownership following the withholding of 4,467 shares related to restricted share unit vesting.

What does transaction code F mean in the CMPS CFO’s Form 4 filing?

Transaction code F indicates a tax-related disposition of shares. In this case, 4,467 Ordinary Shares were withheld by COMPASS Pathways plc to satisfy tax withholding obligations tied to the vesting of restricted share units, rather than a discretionary sale.

Are COMPASS Pathways shares represented by American Depositary Shares (ADS)?

Yes, COMPASS Pathways states its Ordinary Shares may be represented by American Depositary Shares. Each American Depositary Share currently represents one Ordinary Share, according to the footnote included with the Form 4 insider transaction disclosure.