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  4. [Form 4] SpyGlass Pharma, Inc. Insider Trading Activity

RA Capital funds buy SpyGlass Pharma IPO shares

Investment funds managed by RA Capital Management reported several insider transactions in SpyGlass Pharma, Inc. common stock surrounding the company’s initial public offering.

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Investment funds managed by RA Capital Management reported several insider transactions in SpyGlass Pharma, Inc. common stock surrounding the company’s initial public offering. RA Capital Healthcare Fund and RA Capital Nexus Fund III converted multiple series of preferred stock into common stock on a one-for-one basis immediately before the IPO.

The funds then indirectly bought additional SpyGlass common shares in open-market or private transactions on February 9, 2026, purchasing 3,441,966 shares at $16 per share through the Fund and 248,034 shares at $16 per share through Nexus Fund III. The reporting persons, including RA Capital entities and principals Peter Kolchinsky and Rajeev Shah, are listed as directors and, in most cases, 10% owners and disclaim beneficial ownership beyond their pecuniary interests.

Positive

  • None.

Negative

  • None.
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
Bought 3,690,000 shs ($59.04M)
Type Security Shares Price Value
Conversion Series C-1 Preferred Stock 1,150,941 $0.00 $0.00
Conversion Series C-1 Preferred Stock 767,294 $0.00 $0.00
Conversion Series C-2 Preferred Stock 1,150,941 $0.00 $0.00
Conversion Series C-2 Preferred Stock 767,294 $0.00 $0.00
Conversion Series D Preferred Stock 222,591 $0.00 $0.00
Conversion Series D Preferred Stock 272,056 $0.00 $0.00
Conversion Common Stock 2,524,473 $0.00 $0.00
Conversion Common Stock 1,806,644 $0.00 $0.00
Purchase Common Stock 3,441,966 $16.00 $55.07M
Purchase Common Stock 248,034 $16.00 $3.97M
Holdings After Transaction: Series C-1 Preferred Stock — 0 contracts (Indirect, See footnotes); Series C-2 Preferred Stock — 0 contracts (Indirect, See footnotes); Series D Preferred Stock — 0 contracts (Indirect, See footnotes); Common Stock — 2,054,678 shares (Indirect, See footnotes)
Footnotes (4)
  1. F1. All shares of the preferred stock, par value $0.00001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") immediately 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.

FAQ

What insider transactions did RA Capital report in SpyGlass Pharma (SGP)?
RA Capital-affiliated funds reported converting multiple series of preferred stock into common stock and buying additional SpyGlass Pharma common shares. On February 9, 2026, they executed both derivative conversions and open-market or private purchases at a stated price of $16 per share.

How many SpyGlass Pharma (SGP) shares did RA Capital funds buy and at what price?
RA Capital Healthcare Fund acquired 3,441,966 SpyGlass Pharma common shares at $16 per share, while RA Capital Nexus Fund III acquired 248,034 common shares at the same $16 price. All reported purchases occurred on February 9, 2026, as indirect holdings of the reporting persons.

What preferred stock conversions were reported for SpyGlass Pharma (SGP)?
The filing shows Series C-1, Series C-2 and Series D preferred stock automatically converted into SpyGlass Pharma common stock on a one-for-one basis. These conversions occurred immediately before the closing of SpyGlass’s initial public offering of common stock, as disclosed in the footnotes.

Who are the reporting persons in this SpyGlass Pharma (SGP) Form 4?
Reporting persons include RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund III, L.P., and individuals Peter Kolchinsky and Rajeev Shah. The entities and individuals are identified as directors and, for most, 10% owners of SpyGlass Pharma.

How is beneficial ownership described for RA Capital in SpyGlass Pharma (SGP)?
The filing states RA Capital Management, its general partner, the funds, and principals Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest. Many of the SpyGlass Pharma shares are held directly by the named RA Capital funds.

What role do RA Capital principals have at SpyGlass Pharma (SGP)?
The document notes that a principal of RA Capital Management, Dr. Zachary Scheiner, serves on SpyGlass Pharma’s board of directors. Other reporting persons, including RA Capital entities and certain individuals, are also listed as directors and, in most cases, 10% owners in the issuer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. Issuer Name and Ticker or Trading Symbol
SpyGlass Pharma, Inc. [ SGP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2026 C 2,524,473 A (1) 2,524,473 I See footnotes(2)(3)
Common Stock 02/09/2026 C 1,806,644 A (1) 1,806,644 I See footnotes(2)(4)
Common Stock 02/09/2026 P 3,441,966 A $16 5,966,439 I See footnotes(2)(3)
Common Stock 02/09/2026 P 248,034 A $16 2,054,678 I See footnotes(2)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C-1 Preferred Stock (1) 02/09/2026 C 1,150,941 (1) (1) Common Stock 1,150,941 (1) 0 I See footnotes(2)(3)
Series C-1 Preferred Stock (1) 02/09/2026 C 767,294 (1) (1) Common Stock 767,294 (1) 0 I See footnotes(2)(4)
Series C-2 Preferred Stock (1) 02/09/2026 C 1,150,941 (1) (1) Common Stock 1,150,941 (1) 0 I See footnotes(2)(3)
Series C-2 Preferred Stock (1) 02/09/2026 C 767,294 (1) (1) Common Stock 767,294 (1) 0 I See footnotes(2)(4)
Series D Preferred Stock (1) 02/09/2026 C 222,591 (1) (1) Common Stock 222,591 (1) 0 I See footnotes(2)(3)
Series D Preferred Stock (1) 02/09/2026 C 272,056 (1) (1) Common Stock 272,056 (1) 0 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 automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") immediately 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. 02/11/2026
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 02/11/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 02/11/2026
/s/ Peter Kolchinsky, individually 02/11/2026
/s/ Rajeev Shah, individually 02/11/2026
** 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 4 (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.

Source: View Original Filing on SEC EDGAR