COMPASS Pathways plc

Item 1.01 Entry into a Material Definitive Agreement. On February 18, 2026, Compass Pathways plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies 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 underwritten public offering (the “Offering”) of (i) 17,500,000 American Depositary Shares, each representing one ordinary share, nominal value £0.008 each, of the Company (the “ADSs”) at a public offering price of $8.00 per ADS, and (ii) in lieu of ADSs, to certain institutional investors, pre-funded warrants to purchase up to 1,250,000 ADSs (the “Pre-Funded 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 commissions. All of the ADSs and Pre-Funded Warrants in the Offering are to be sold by the Company. The Offering is expected to close on February 20, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and other estimated offering expenses, are expected to be $150.0 million. The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-285297), 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. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such parties. In addition, subject to certain exceptions, the Company, its officers and directors have agreed not to offer, sell, transfer, or otherwise dispose of any ADSs, ordinary shares or similar securities during the 60-day period following the date of the Underwriting Agreement, without first obtaining the written consent of the Representatives. The Pre-Funded Warrants will have an exercise price of $0.0001 per ADS and be exercisable immediately upon the closing of the Offering. The Pre-Funded Warrants may be exercised by delivery of the aggregate exercise price or by means of a cashless exercise. The Pre-Funded Warrants expire when exercised in full. Under the terms of the Pre-Funded Warrants, a holder (together with its affiliates) may not exercise any portion of such holder’s Pre-Funded Warrants to the extent that the holder would own more than 9.99% 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% or decreased at the holder’s election upon at least 61 days’ notice to the Company (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 appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s ordinary shares and ADSs and any adjustment to the ADS ratio of ordinary shares per ADS. In 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. The 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 Pre-Funded Warrant, respectively, which are filed as Exhibit 1.1 and Exhibit 4.1 hereto and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure. On February 18, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release announcing the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained under Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as may be expressly set forth by specific reference in such filing.