UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 1718, 2026

COMPASS PATHWAYS PLC

(Exact Name of Registrant as Specified in Its Charter)


England and Wales	001-39522	Not applicable
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

33 Broadwick Street

London W1F 0DQ

United Kingdom

(Address of Principal Executive Offices; Zip Code)

+1 (716) 676-6461

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing one ordinary share, nominal value £0.008 per share

CMPS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.01 ~~Regulation~~Entry ~~Fair~~into ~~Disclosure~~a Material Definitive Agreement.

On February 1718, 2026, Compass Pathways plc (the “Company”) orentered ~~"Compass"~~into an underwriting agreement (the “Underwriting Agreement”) ~~will~~with beJefferies ~~making~~LLC, TD Securities (USA) LLC, Cantor Fitzgerald & Co., and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the underwriters listed therein (the “Underwriters”), relating to the issuance and sale in an ~~investor~~underwritten ~~presentation~~public offering (the ~~"Presentation"~~“Offering”). Aof ~~copy~~(i) 17,500,000 American Depositary Shares, each representing one ordinary share, nominal value £0.008 each, of the ~~Presentation~~Company is(the ~~attached~~“ADSs”) asat ~~Exhibit~~a 99public offering price of $8.100 per ADS, and (ii) in lieu of ADSs, to ~~this~~certain ~~Current~~institutional ~~Report~~investors, onpre-funded ~~Form~~warrants 8to purchase up to 1,250,000 ADSs (the “Pre-KFunded Warrants”) at a public offering price of $7.999 per Pre-Funded Warrant. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 2,812,500 ADSs at the public offering price, less the underwriting discounts and iscommissions. ~~incorporated~~All ~~herein~~of the ADSs and Pre-Funded Warrants in the Offering are to be sold by ~~reference~~the Company. The Offering is expected to close on February 20, 2026, subject to the satisfaction of customary closing conditions.

The ~~information~~gross ~~contained~~proceeds ~~in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed~~ to ~~be “filed” for~~ the ~~purposes~~Company offrom ~~Section 18 of~~ the ~~Securities Exchange Act of 1934~~Offering, asbefore ~~amended~~deducting ~~(the~~underwriting ~~“Exchange~~discounts ~~Act”),~~and orcommissions ~~otherwise subject to the liabilities of that section~~ and ~~shall~~other ~~not~~estimated beoffering ~~incorporated by reference in any filing under the Securities Act of 1933~~expenses, asare ~~amended,~~expected orto ~~the Exchange Act, except as shall~~ be ~~expressly~~$150.0 ~~set forth by specific reference in such filing~~million.

~~Item~~The 8Offering was made pursuant to the Company’s registration statement on Form S-3 (File No.01 ~~Other~~333-285297), ~~Events~~which was filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025, and declared effective by the SEC on May 7, 2025.

OnThe ~~February~~Underwriting ~~17,~~Agreement ~~2026~~contains customary representations, warranties and agreements by the Company, ~~announced~~customary ~~the~~conditions ~~successful~~to ~~achievement~~closing, indemnification obligations of the ~~primary~~Company ~~endpoint~~and in the ~~ongoing~~Underwriters, ~~Phase~~including 3for ~~COMP006~~liabilities ~~trial,~~under the ~~second~~Securities Act of ~~two~~1933, ~~Phase~~as 3amended ~~trials~~(the “Securities Act”), ~~which~~other isobligations ~~evaluating~~of ~~two~~the ~~fixed~~parties ~~doses~~and oftermination ~~COMP360,~~provisions. aThe ~~synthetic~~representations, ~~proprietary~~warranties ~~formulation~~and ofcovenants ~~psilocybin,~~contained ~~for~~in ~~treatment-resistant~~the ~~depression~~Underwriting ~~(TRD).~~Agreement ~~The~~were ~~primary~~made ~~endpoint~~only ~~was~~for ~~the~~purposes ~~difference~~of insuch ~~change~~agreement ~~from~~and ~~baseline~~as inof ~~the~~specific ~~Montgomery-Åsberg~~dates, ~~Depression~~were ~~Rating~~solely ~~Scale~~for ~~(MADRS)~~the ~~scores~~benefit ~~between~~of the 25parties mgto such agreement and 1may mgbe ~~groups~~subject atto ~~Week~~limitations 6agreed upon by such parties. ~~Two~~In ~~fixed~~addition, ~~doses~~subject –to ~~administered~~certain 3exceptions, ~~weeks~~the ~~apart~~Company, –its ofofficers ~~COMP360~~and 25directors mghave ~~versus~~agreed 1not mgto ~~demonstrated~~offer, asell, ~~highly~~transfer, ~~statistically~~or ~~significant~~otherwise ~~reduction~~dispose inof ~~symptom~~any ~~severity~~ADSs, ~~with~~ordinary ashares ~~p-value~~or ofsimilar ~~<0.001~~securities ~~and~~during athe ~~clinically~~60-day ~~meaningful~~period ~~difference~~following the date of ~~-3.8~~the ~~points~~Underwriting inAgreement, ~~change~~without atfirst obtaining the ~~primary~~written ~~endpoint~~consent of the Representatives.

~~Across~~The ~~COMP005~~Pre-Funded ~~and~~Warrants ~~COMP006~~will tohave ~~date,~~an ~~COMP360~~exercise isprice ~~demonstrating~~of a$0.0001 ~~generally~~per ~~well-tolerated~~ADS and ~~safe~~be ~~profile,~~exercisable ~~with~~immediately ~~treatment-emergent~~upon ~~adverse~~the ~~events~~closing ~~(TEAEs)~~of ~~being mild or moderate in severity, and~~ the ~~vast majority resolving within 24 hours~~Offering. The ~~data~~Pre-Funded ~~confirms~~Warrants amay ~~statistically~~be ~~significant~~exercised ~~rapid~~by ~~onset~~delivery ~~from~~of the ~~day~~aggregate ~~following~~exercise ~~administration~~price ~~and~~or ~~maintained~~by atmeans ~~all~~of ~~measured~~a ~~timepoints~~cashless ~~through Week 6 in both clinical trials in the 25 mg arm~~exercise. ~~COMP005~~The ~~suggests~~Pre-Funded ~~that~~Warrants ~~participants~~expire ~~who~~when ~~demonstrated~~exercised ~~a clinically meaningful reduction~~ in ~~MADRS maintained durable treatment effect at least through Week 26, after just one or two doses~~full. ~~Retreatment with a second dose was well-tolerated, with a consistent safety profile.~~

~~Compass~~Under ~~has~~the ~~submitted~~terms aof ~~request~~the ~~for~~Pre-Funded Warrants, a ~~meeting~~holder (together with its affiliates) may not exercise any portion of such holder’s Pre-Funded Warrants to the Uextent that the holder would own more than 9.S99% of the number of the Company’s ordinary shares outstanding immediately after giving effect to the exercise, which percentage may be increased up to 19.99% ~~Food~~or ~~and~~decreased ~~Drug~~at ~~Administration~~the holder’s election upon at least 61 days’ notice to the Company (~~FDA~~the “Beneficial Ownership Limitation”). The exercise price of the Pre-Funded Warrants and the number of ADSs representing ordinary shares upon exercise of the Pre-Funded Warrants are subject to ~~discuss~~appropriate aadjustment ~~rolling~~in ~~submission~~the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s ordinary shares and ~~review~~ADSs and any adjustment to the ADS ratio of ordinary shares per ADS.

~~Key~~In ~~Findings~~the event of certain fundamental transactions, the Pre-Funded Warrants will be automatically exercised through a cashless exercise and, with respect to any ADSs underlying the Pre-Funded Warrants for which the automatic exercise would cause the aggregate number of ADSs representing ordinary shares beneficially owned by the holder (together with its affiliates) to exceed the Beneficial Ownership Limitation, for the cash value equal to the Black-Scholes Value to be paid.

~~Efficacy~~The ~~Profile~~foregoing descriptions of the terms of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are each qualified in their entirety by reference to the Underwriting Agreement and the Form of

~~COMP005~~Pre-Funded Warrant, respectively, which are filed as Exhibit 1.1 and Exhibit 4.1 hereto and are incorporated herein by reference.

~~•Primary~~Item ~~endpoint of Part A (previously disclosed in June 2025): Single dose of COMP360 25 mg versus placebo with a mean treatment difference of -3.6 points, 95% CI [-5.~~7~~, -1~~.~~5];~~01 ~~p<0.001~~Regulation atFD ~~Week 64~~Disclosure.

~~•For~~On ~~participants~~February ~~who~~18, ~~had~~2026, the Company issued a ~~clinically~~press ~~meaningful~~release ~~reduction~~announcing inthe ~~MADRS~~pricing (≥of ~~25%),~~the aOffering. ~~statistically~~A ~~significant~~copy ~~rapid~~of ~~onset~~the ~~from~~press release announcing the ~~day~~pricing ~~following~~of ~~administration~~the ~~was~~Offering ~~maintained~~is atattached ~~all~~to ~~measured~~this ~~timepoints~~Current ~~through~~Report ~~Week~~on 6Form in8-K ~~the~~as 25Exhibit mg99.1. ~~arm~~

~~•25%~~The information contained under Item 7.01 of ~~participants~~this inCurrent ~~the~~Report 25on mgForm ~~arm~~8-K ~~achieved~~shall anot ~~clinically~~be ~~meaningful~~deemed ~~reduction~~“filed” infor ~~MADRS~~purposes of Section 18 of the Securities Exchange Act of 1934, as amended (≥the ~~25%~~“Exchange Act”), ator ~~Week~~otherwise 6subject ~~with~~to ~~durability~~the ~~lasting~~liabilities ~~out~~of ~~through~~that 26section, ~~weeks~~nor ~~after~~shall ~~just~~it ~~one~~be deemed incorporated by reference in any filing under the Securities Act or ~~two~~the ~~doses~~Exchange ofAct 25except mgas may be expressly set forth by specific reference in such filing.

•Over 40% of those who achieved a clinically meaningful reduction in MADRS but had not remitted by 6 weeks went into remission after the second dose in Part B

COMP006

•Primary endpoint of Part A: Two doses of COMP360 25 mg versus 1 mg with a mean treatment difference of -3.8 points, 95% CI [-5.8, -1.8]; p<0.001 at Week 6

•39% of participants in the 25 mg arm achieved a clinically meaningful reduction in MADRS (≥ 25%) at Week 6

•For participants who achieved a clinically meaningful reduction in MADRS (≥ 25%), a statistically significant rapid onset from the day following administration was maintained at all measured timepoints through Week 6 in the 25 mg arm

•The 26-week data (Part B) from COMP006 is expected in early Q3 2026

Safety Profile

COMP005

In the 25 mg arm, (Part A and B):

•Most TEAEs occurred on the days of study drug administration (66%), with the vast majority (88%) resolving within a day

•Most common TEAEs reported were headache, nausea and visual hallucination

•There were 11 treatment-emergent serious adverse events (SAEs) from 8 participants (5%) overall

COMP006

In the 25 mg arm (Part A):

•Most TEAEs occurred on the days of study drug administration (73%) with the vast majority (83%) resolving within a day

•Most common TEAEs were headache, nausea, anxiety and visual hallucination

•There were 6 treatment-emergent serious adverse events (SAEs) from 6 participants (2%) overall

Across both trials, for the data available to date, the rate for SAE suicidal ideation was less than 1%. There was only one event of SAE suicidal behavior, which occurred in the 1 mg arm in COMP006.

The COMP360 program aims to evaluate the safety and efficacy of COMP360 psilocybin, a synthetic, proprietary formulation of psilocybin under investigation for difficult-to-treat mental health conditions. There are two pivotal Phase 3 trials, COMP005 and COMP006, evaluating the efficacy of COMP360 for treatment-resistant depression (TRD).

The ongoing COMP005 trial is a randomized, double-blind, placebo-controlled study, with 258 dosed participants across the United States and is assessing the efficacy and safety of a single dose of 25 mg COMP360 versus placebo for reducing symptom severity in TRD (COMP360 25 mg: n=171; placebo: n=87).The trial is comprised of three parts: Part A, which was blinded through 6 weeks; Part B, which has recently concluded and was blinded through week 26; and Part C, which contains an open-label treatment part from week 26 to 52.

The ongoing COMP006 trial, running in parallel to the COMP005 trial, is a randomized, double-blind study with 581 dosed participants across North America and Europe and is comparing the efficacy and safety of two fixed doses, taken three weeks apart, of 25 mg COMP360 to 10 mg COMP360 and 1 mg COMP360 (25 mg: n=296; 10 mg: n=142; 1 mg: n=143). The trial is comprised of three parts: Part A, which has recently concluded and was blinded through 9 weeks, Part B which remains blinded through week 26, and Part C, which contains an open-label treatment part from week 26 to 52.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Any statements, other than statements of historical fact, including statements regarding the ~~Company’s~~expected ~~expectations~~timing ~~regarding the safety or efficacy of its investigational COMP360 psilocybin treatment, including as a treatment~~ for ~~treatment of TRD or PTSD;~~ the ~~Company's~~closing ~~plans and expectations regarding its clinical trials, including the Phase 3 trials in TRD and Phase 2b/3 trial in PTSD; the Company's expectations regarding the time periods for the release~~ of ~~data from Part B of~~ the ~~COMP006~~Offering Phase 3 trial for TRD; the Company's expectations regarding its discussions with the FDA, including discussions regarding potential NDA acceleration strategies, including potential for rolling NDA submission and ~~review for COMP360 psilocybin treatment in TRD;~~ the ~~potential~~anticipated ~~for~~proceeds ~~the pivotal Phase 3 program in TRD~~ to ~~support regulatory filings and approvals; any implication that past results will~~ be ~~predictive~~received ofin ~~future~~the ~~results;~~Offering and any other statements containing the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” and similar expressions, are forward-looking statements. These forward-looking statements are based on the Company’s current intentions, beliefs and expectations regarding future events. The Company cannot guarantee that any forward-looking statement will be accurate. Investors should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from the Company’s expectations, including ~~uncertainties~~market ~~associated with~~ risks ~~related~~and toother ~~clinical~~market ~~development~~conditions; ~~which~~the isrisk athat ~~lengthy~~the ~~and~~conditions ~~expensive~~to ~~process~~the ~~with~~closing ~~uncertain~~of ~~outcomes, and therefore~~ the ~~Company’s~~Offering ~~clinical~~are ~~trials~~not ~~may~~satisfied beand ~~delayed~~those orrisks ~~terminated~~ and ~~may~~uncertainties bedescribed ~~more~~under ~~costly than expected;~~ the ~~full~~heading ~~results~~“Risk ~~and~~Factors” ~~safety~~in ~~data~~the ~~from~~Company’s ~~the~~most ~~Phase~~recent 3annual ~~clinical~~report ~~trials~~on inForm ~~TRD may~~10-K ~~not~~or bequarterly ~~consistent~~report ~~with~~on ~~the~~Form ~~preliminary~~10-Q ~~results~~and toin ~~date;~~other reports the Company's ~~acceleration~~has ~~strategies~~filed ~~for~~with ~~its~~the ~~NDA~~U.S. ~~submission~~Securities ~~may~~and ~~not~~Exchange beCommission ~~successful;~~(“SEC”), ~~FDA~~which ~~may~~are ~~ultimately~~available ~~disagree~~on ~~with~~ the ~~Company'~~SEC’s ~~proposal~~website ~~for~~at awww.sec.gov. ~~rolling~~Investors ~~NDA~~are, ~~submission~~therefore, ~~and~~cautioned ~~may~~ not ~~permit~~to usplace toundue ~~utilize~~reliance ~~the~~on ~~rolling~~any ~~review~~forward-looking ~~process;~~statement. ~~the~~Any ~~Company's~~forward-looking ~~efforts~~statement tospeaks ~~obtain~~only ~~marketing~~as ~~approval~~of ~~from~~the ~~FDA~~date orof ~~regulatory~~this ~~authorities~~Form in8-K, ~~any~~and, ~~other~~except ~~jurisdiction~~as ~~for~~required by law, the Company's ~~investigational~~does ~~COMP360~~not ~~psilocybin~~undertake ~~treatment~~to ~~may~~update beany ~~unsuccessful;~~forward-looking ~~and~~statement ~~those~~to ~~risks~~reflect ~~and~~new ~~uncertainties~~information, events or circumstances.

~~described~~Item ~~under the heading “Risk Factors” in the Company’s most recent annual report on Form 10-K or quarterly report on Form 10-Q and in other reports the Company has filed with the U~~9.S.01 ~~Securities~~Financial ~~and~~Statements Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. Investors are, therefore, cautioned not to place undue reliance on any forward-looking statement. Any forward-looking statement speaks only as of the date of this Form 8-K, and, ~~except as required by law, the Company does not undertake to update any forward-looking statement to reflect new information, events or circumstances~~Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.						~~Description~~
99.1						Investor Presentation dated February 17, 2026.
1.1						Underwriting Agreement among the Company, Jefferies LLC, TD Securities (USA) LLC, Cantor Fitzgerald & Co., and Stifel, Nicolaus & Company, Incorporated, dated as of February 18, 2026
104						Cover page interactive data file (embedded within Inline XBRL document)
4.1						Form of Pre-Funded Warrant
5.1						Opinion of Goodwin Procter (UK) LLP
5.2						Opinion of Goodwin Procter LLP
23.1						Consent of Goodwin Procter (UK) LLP (included with the opinion filed as Exhibit 5.1)
23.2						Consent of Goodwin Procter LLP (included with the opinion filed as Exhibit 5.2)
99.1						Press Release, dated February 18, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMPASS PATHWAYS PLC

~~COMPASS PATHWAYS PLC~~

Date: February 17, 2026

By:

/s/ Teri Loxam

Date: February 19, 2026

By:

/s/ Teri Loxam

~~Teri Loxam~~

Teri Loxam

~~Chief Financial Officer~~

Chief Financial Officer

Filing Compare · COMPASS Pathways plc