COMPASS Pathways plc reporting persons RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of 12,971,571 shares, representing 9.9% of the class, assuming exercise of 2,339,181 warrants. The percentage is calculated using 128,923,295 shares outstanding as of March 17, 2026.
The filing states the reported shares are held by the RTW Funds and that the RTW Funds have the right to receive dividends or sale proceeds. Shared voting and dispositive power for the reported shares is listed as 12,971,571 for both Reporting Persons.
Positive
None.
Negative
None.
Insights
RTW reports a sizable passive stake reported via a Schedule 13G/A.
The filing lists 12,971,571 shares of beneficial ownership and shared voting and dispositive power of the same amount, calculated including 2,339,181 exercisable warrants. The ownership percentage is reported as 9.9%, based on March 17, 2026 outstanding shares.
This is a disclosure of holdings rather than an active transaction; governance implications depend on whether the position remains passive under Schedule 13G/A standards and on future changes in voting or disposition authority.
Filing clarifies beneficial ownership and the inclusion of warrants in the calculation.
The statement explicitly assumes exercise of 2,339,181 warrants when reporting beneficial ownership and ties the percentage to a 128,923,295 share base as of March 17, 2026. It also notes the RTW Funds "have the right to receive" dividends or sale proceeds.
Compliance observers should note the joint filing structure and the incorporated Joint Filing Agreement; subsequent amendments or Form 13D/13G status changes would be disclosed in future filings.
"The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 12,971,571.00"
Schedule 13G/Aregulatory
"This statement is filed by: (i) RTW Investments, LP ..."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
COMPASS Pathways plc
(Name of Issuer)
Ordinary Shares, par value GBP 0.008 per share
(Title of Class of Securities)
20451W101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
20451W101
1
Names of Reporting Persons
RTW Investments, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,971,571.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,971,571.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,971,571.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
20451W101
1
Names of Reporting Persons
Roderick Wong
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,971,571.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,971,571.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,971,571.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
COMPASS Pathways plc
(b)
Address of issuer's principal executive offices:
33 Broadwick Street, London , X0, W1F 0DQ.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to Ordinary Shares, par value GBP 0.008 per share (the "Shares") of COMPASS Pathways plc (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Ordinary Shares, par value GBP 0.008 per share
(e)
CUSIP No.:
20451W101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The amounts reported herein assume the exercise of warrants held by the Reporting Persons to purchase 2,339,181 Shares (the "Warrants").
The percentages set forth in Row 11 of the cover pages are calculated based upon 128,923,295 Shares outstanding as of March 17, 2026 as reported in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2026, and assume the exercise of Warrants held by the Reporting Persons to purchase 2,339,181 Shares.
(b)
Percent of class:
RTW Investments: 9.9%
Dr. Wong: 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments: 12,971,571 Shares
Dr. Wong: 12,971,571 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 12,971,571 Shares
Dr. Wong: 12,971,571 Shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RTW Investments, LP
Signature:
/s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D., Managing Partner
Date:
05/15/2026
Roderick Wong
Signature:
s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
05/15/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2025).
What stake does RTW Investments report in COMPASS Pathways (CMPS)?
RTW Investments and Dr. Roderick Wong report beneficial ownership of 12,971,571 shares, equal to 9.9% of the class based on 128,923,295 outstanding shares as of March 17, 2026.
Does the reported ownership include convertible instruments for CMPS?
Yes. The reported amounts assume exercise of 2,339,181 warrants, and the filing states the ownership percentages are calculated with those warrants included in the share count.
Who holds voting and disposition power for the reported CMPS shares?
The filing lists shared voting power and shared dispositive power of 12,971,571 shares for both RTW Investments and Dr. Wong; sole power is reported as 0 for each.
On whose behalf are the CMPS shares held?
The shares are held by the RTW Funds; the filing states the RTW Funds "have the right to receive or the power to direct the receipt" of dividends or sale proceeds for the reported shares.
