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Compass Pathways (CMPS) awards CFO share options and 75,000 RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Compass Pathways plc Chief Financial Officer Teri Loxam received new equity awards as part of compensation. She was granted share options covering 157,635 Ordinary Shares at an exercise price of $5.64 per share, expiring on March 25, 2036. These options vest in forty-eight equal monthly installments beginning on April 26, 2026.

She also received 75,000 Restricted Share Units (RSUs), each representing one Ordinary Share, with vesting in four equal annual installments starting on March 26, 2027. Following this RSU grant, she directly owns 152,002 Ordinary Shares. The company notes that Ordinary Shares may be represented by American Depositary Shares, each currently representing one Ordinary Share.

Positive

  • None.

Negative

  • None.

Insights

CFO receives routine option and RSU awards as equity compensation.

The transactions show CFO Teri Loxam receiving equity-based compensation rather than buying or selling shares in the market. She was granted options on 157,635 Ordinary Shares at an exercise price of $5.64, plus 75,000 RSUs with multi-year vesting.

Both awards feature long-term vesting schedules—monthly for options from April 26, 2026 and annual for RSUs from March 26, 2027. This structure aligns her incentives with longer-term company performance and indicates no discretionary open-market trading in this filing.

Insider Loxam Teri
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Share Option (Right to Buy) 157,635 $0.00 --
Grant/Award Ordinary Shares 75,000 $0.00 --
Holdings After Transaction: Share Option (Right to Buy) — 157,635 shares (Direct); Ordinary Shares — 152,002 shares (Direct)
Footnotes (1)
  1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. Represents an award of Restricted Share Units ("RSUs") granted under the Issuer's 2020 Share Option and Incentive Plan. Each RSU represents a contingent right to receive one Ordinary Share. The RSUs vest in four equal annual installments, with the first installment vesting on March 26, 2027. The share option shall vest in forty-eight equal monthly installments beginning on April 26, 2026.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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)
LONDONW1F 0DQ

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Issuer Name and Ticker or Trading Symbol
COMPASS Pathways plc [ CMPS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Shares(1)03/26/2026A75,000(2)A$0152,002D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Option (Right to Buy)$5.6403/26/2026A157,63504/26/2026(3)03/25/2036Ordinary Shares(1)157,635$0157,635D
Explanation of Responses:
1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
2. Represents an award of Restricted Share Units ("RSUs") granted under the Issuer's 2020 Share Option and Incentive Plan. Each RSU represents a contingent right to receive one Ordinary Share. The RSUs vest in four equal annual installments, with the first installment vesting on March 26, 2027.
3. The share option shall vest in forty-eight equal monthly installments beginning on April 26, 2026.
Remarks:
/s/ Meredith Prithviraj by Power of Attorney for Teri Loxam03/27/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Compass Pathways (CMPS) grant to its CFO in this Form 4?

Compass Pathways granted CFO Teri Loxam share options on 157,635 Ordinary Shares at $5.64 per share and 75,000 Restricted Share Units. Both are compensation awards, not open-market trades, and vest over several years according to specified schedules.

How do the new share options for the Compass Pathways (CMPS) CFO vest and when do they expire?

The CFO’s 157,635 share options vest in forty-eight equal monthly installments beginning April 26, 2026. The options have an exercise price of $5.64 per share and expire on March 25, 2036, creating a long-dated incentive tied to future company performance.

What are the terms of the 75,000 RSUs granted to Compass Pathways (CMPS) CFO?

The 75,000 RSUs each represent a contingent right to receive one Ordinary Share. They vest in four equal annual installments, with the first installment vesting on March 26, 2027, providing a multi-year equity incentive rather than immediate ownership.

Did the Compass Pathways (CMPS) CFO buy or sell shares on the market in this Form 4?

No market purchases or sales are reported. The Form 4 shows only compensation-related acquisitions: a grant of options and a grant of RSUs. Both are coded as awards (transaction code A), not open-market buy or sell transactions.

How many Compass Pathways (CMPS) Ordinary Shares does the CFO hold after the RSU grant?

After the reported RSU grant, CFO Teri Loxam directly holds 152,002 Ordinary Shares. This figure reflects her direct non-derivative ownership position as shown in the filing, separate from the newly granted options and unvested RSUs.

Can Compass Pathways (CMPS) Ordinary Shares be held as ADSs according to this filing?

Yes. The filing states that Compass Pathways’ Ordinary Shares may be represented by American Depositary Shares (ADSs), and that each ADS currently represents one Ordinary Share, linking the equity awards to both Ordinary Shares and their ADS equivalents.
Compass Pathways Plc

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