RA Capital units disclose SpyGlass Pharma (SGP) preferred stock holdings

Rhea-AI Filing Summary

SpyGlass Pharma, Inc. received an initial Form 3 from investment entities associated with RA Capital Management, L.P. reporting indirect holdings of multiple series of preferred stock. These include Series C-1, Series C-2 and Series D preferred shares that are each convertible into SpyGlass common stock on a one-for-one basis before the closing of SpyGlass’s initial public offering. The preferred shares are held directly by RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund III, L.P., with RA Capital Management acting as investment manager. RA Capital, its related general partners, and individuals Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest. Principal Zachary Scheiner of RA Capital serves on SpyGlass Pharma’s board of directors.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund III, L.P., Kolchinsky Peter, Shah Rajeev M.

Role Director, 10% Owner | Director, 10% Owner | Director | Director, 10% Owner | Director, 10% Owner

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

Holdings After Transaction: Series C-1 Preferred Stock — 1,918,235 shares (Indirect, See footnotes); Series C-2 Preferred Stock — 1,918,235 shares (Indirect, See footnotes); Series D Preferred Stock — 494,647 shares (Indirect, See footnotes)

Footnotes (4)

1. F1. 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. F2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
3. F3. Held directly by the Fund.
4. F4. Held directly by the Nexus Fund III.

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Accepted by SEC EDGAR 02/05/2026 - 03:44 PM Learn about SEC filing dates

FAQ

What does the SpyGlass Pharma (SGP) Form 3 from RA Capital disclose?

The filing discloses RA Capital–associated entities’ indirect holdings of SpyGlass preferred stock. These Series C-1, C-2, and D shares will automatically convert one-for-one into common stock before the closing of SpyGlass Pharma’s initial public offering of common stock.

Which RA Capital entities are involved in the SpyGlass Pharma (SGP) Form 3?

The Form 3 lists RA Capital Management, L.P. as adviser to RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund III, L.P. These funds directly hold the preferred shares, while RA Capital and related general partners manage the investments and report indirect beneficial ownership.

How will RA Capital’s SpyGlass preferred shares convert into common stock?

All reported SpyGlass preferred stock shares automatically convert into common stock on a one-for-one basis. This conversion occurs prior to the closing of SpyGlass Pharma’s initial public offering of common stock, aligning preferred and common share structures for the listed company.

Do Peter Kolchinsky and Rajeev Shah personally own SpyGlass Pharma (SGP) shares?

The filing states that Peter Kolchinsky and Rajeev Shah, managing members of RA Capital’s general partner entities, disclaim beneficial ownership of the reported SpyGlass securities, except to the extent of any pecuniary interest they may have through the RA Capital-managed investment funds.

What board representation does RA Capital have at SpyGlass Pharma (SGP)?

The Form 3 notes that Dr. Zachary Scheiner, a Principal of RA Capital Management, serves on SpyGlass Pharma’s board of directors. This reflects RA Capital’s governance involvement alongside its reported indirect ownership of SpyGlass preferred stock through its managed investment funds.

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
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(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)

X	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)

	Form filed by One Reporting Person
X	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 C-1 Preferred Stock	(1)	(1)	Common Stock	1,150,941	(1)	I	See footnotes(2)(3)
Series C-1 Preferred Stock	(1)	(1)	Common Stock	767,294	(1)	I	See footnotes(2)(4)
Series C-2 Preferred Stock	(1)	(1)	Common Stock	1,150,941	(1)	I	See footnotes(2)(3)
Series C-2 Preferred Stock	(1)	(1)	Common Stock	767,294	(1)	I	See footnotes(2)(4)
Series D Preferred Stock	(1)	(1)	Common Stock	222,591	(1)	I	See footnotes(2)(3)
Series D Preferred Stock	(1)	(1)	Common Stock	272,056	(1)	I	See footnotes(2)(4)

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund III, L.P.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

3. Held directly by the Fund.

4. Held directly by the Nexus Fund III.

Remarks:

Dr. Zachary Scheiner, a Principal of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	02/05/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	02/05/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.	02/05/2026
	/s/ Peter Kolchinsky, individually	02/05/2026
	/s/ Rajeev Shah, individually	02/05/2026
	** Signature of Reporting Person	Date
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