SpyGlass Pharma (SGP) 10% owner reports large preferred stock holdings

Rhea-AI Filing Summary

SpyGlass Pharma, Inc. received an initial ownership report from Edward T. Mathers as a 10% owner. The filing shows entities associated with him indirectly hold multiple series of preferred stock in SpyGlass.

These indirect holdings include 1,619,240 shares of Series B Preferred Stock, 1,370,168 shares of Series C-1 Preferred Stock, 1,370,168 shares of Series C-2 Preferred Stock, and 737,962 shares of Series D Preferred Stock, all held through New Enterprise Associates 17, L.P. The preferred shares will automatically convert into an equal number of common shares on a one-for-one basis before the closing of SpyGlass Pharma’s initial public offering of common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Mathers Edward T

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Series B Preferred Stock	--	--	--
holding	Series C-1 Preferred Stock	--	--	--
holding	Series C-2 Preferred Stock	--	--	--
holding	Series D Preferred Stock	--	--	--

Holdings After Transaction: Series B Preferred Stock — 1,619,240 shares (Indirect, See Note 2); Series C-1 Preferred Stock — 1,370,168 shares (Indirect, See Note 2); Series C-2 Preferred Stock — 1,370,168 shares (Indirect, See Note 2); Series D Preferred Stock — 737,962 shares (Indirect, See Note 2)

Footnotes (1)

1. All shares of the preferred stock, par value $0.00001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
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1. Name and Address of Reporting Person^*

Mathers Edward T

(Last) (First) (Middle)

104 5TH AVENUE

19TH FLOOR

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2026

3. Issuer Name and Ticker or Trading Symbol
SpyGlass Pharma, Inc. [ SGP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	1,619,240	(1)	I	See Note 2(2)
Series C-1 Preferred Stock	(1)	(1)	Common Stock	1,370,168	(1)	I	See Note 2(2)
Series C-2 Preferred Stock	(1)	(1)	Common Stock	1,370,168	(1)	I	See Note 2(2)
Series D Preferred Stock	(1)	(1)	Common Stock	737,962	(1)	I	See Note 2(2)

Explanation of Responses:

1. All shares of the preferred stock, par value $0.00001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock.

2. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.

	/s/ Zachary Bambach, attorney-in-fact	02/05/2026
	** Signature of Reporting Person	Date
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 5 (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.

FAQ

What does the SpyGlass Pharma (SGP) Form 3 filing show about Edward T. Mathers?

The Form 3 shows that Edward T. Mathers is a 10% owner of SpyGlass Pharma through investment entities. It lists his indirect holdings of several preferred stock series that are tied to a future automatic conversion into common stock.

How many SpyGlass Pharma (SGP) Series B Preferred shares are indirectly held?

Entities associated with Edward T. Mathers indirectly hold 1,619,240 shares of SpyGlass Pharma’s Series B Preferred Stock. These preferred shares are designated to convert one-for-one into common stock before the closing of the company’s initial public offering.

What preferred stock series of SpyGlass Pharma (SGP) are reported on this Form 3?

The filing lists indirect holdings in Series B, Series C-1, Series C-2, and Series D Preferred Stock. Each series is convertible into SpyGlass Pharma common stock on a one-for-one basis ahead of the closing of the initial public offering.

How many SpyGlass Pharma (SGP) Series C-1 and C-2 Preferred shares are reported?

Entities linked to Edward T. Mathers indirectly hold 1,370,168 shares of Series C-1 Preferred Stock and 1,370,168 shares of Series C-2 Preferred Stock. Both series will automatically convert one-for-one into common stock prior to the IPO closing.

What is disclosed about SpyGlass Pharma (SGP) Series D Preferred holdings?

The Form 3 reports indirect ownership of 737,962 shares of SpyGlass Pharma’s Series D Preferred Stock. These preferred shares are structured to automatically convert into an equal number of common shares before the completion of the company’s initial public offering.

How will SpyGlass Pharma (SGP) preferred stock convert into common stock?

All reported preferred stock shares will automatically convert into common stock on a one-for-one basis. This conversion is set to occur prior to the closing of SpyGlass Pharma’s initial public offering of its common stock.

Who is the direct beneficial owner of the SpyGlass Pharma (SGP) securities in this Form 3?

The direct beneficial owner is New Enterprise Associates 17, L.P. (NEA 17). Edward T. Mathers is a manager of the upstream general partner entities and disclaims beneficial ownership of portions of NEA 17’s holdings in which he has no pecuniary interest.