Compass Pathways (NASDAQ: CMPS) CEO reports RSU tax share withholding

Rhea-AI Filing Summary

COMPASS Pathways plc reported an insider equity transaction by Chief Executive Officer and director Kabir Nath. On 02/02/2026, 16,181 Ordinary Shares were withheld by the company at $6.61 per share to cover tax obligations arising from vested restricted share units.

Following this non‑open‑market, tax‑withholding transaction, Nath directly beneficially owned 205,121 Ordinary Shares. The filing notes that the company’s Ordinary Shares may also trade as American Depositary Shares, with each ADS currently representing one Ordinary Share.

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^*

Nath Kabir

(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)

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

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

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)	02/02/2026		F		16,181	D	$6.61	205,121(2)	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 Kabir Nath	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did CMPS CEO Kabir Nath report?

Kabir Nath reported a tax‑related share withholding. On 02/02/2026, 16,181 Compass Pathways Ordinary Shares were withheld by the issuer upon vesting of restricted share units to satisfy tax withholding obligations, rather than sold on the open market.

How many COMPASS Pathways (CMPS) shares does the CEO hold after this filing?

After the reported transaction, CEO Kabir Nath directly beneficially owned 205,121 Ordinary Shares of Compass Pathways. This figure reflects his holdings following the 16,181 shares withheld by the company to cover taxes on vested restricted share units.

Was the CMPS CEO’s Form 4 transaction an open‑market sale?

No, it was not an open‑market sale. The Form 4 shows transaction code “F,” indicating that 16,181 Ordinary Shares were withheld by Compass Pathways to satisfy tax withholding obligations triggered by the vesting of restricted share units.

At what price were CMPS shares withheld for the CEO’s tax obligations?

The shares were valued at $6.61 each for withholding purposes. Compass Pathways withheld 16,181 Ordinary Shares at this price when restricted share units vested, using the shares to meet Kabir Nath’s associated tax obligations instead of a market sale.

How are COMPASS Pathways Ordinary Shares related to its American Depositary Shares?

Each American Depositary Share currently represents one Ordinary Share of Compass Pathways. The Form 4 notes that the company’s Ordinary Shares may be represented by ADSs on U.S. markets, maintaining a one‑to‑one relationship between each ADS and an Ordinary Share.

What does transaction code “F” mean in the CMPS CEO’s Form 4?

Transaction code “F” signifies a tax‑withholding transaction. For Compass Pathways, it indicates 16,181 Ordinary Shares were withheld by the issuer upon vesting of restricted share units to cover Kabir Nath’s tax obligations, rather than being bought or sold on an exchange.