Director-affiliated fund lifts SpyGlass Pharma (SGP) stake to 2,187,513 shares

Rhea-AI Filing Summary

SpyGlass Pharma director-affiliated entity increased its indirect stake through a conversion and open-market purchase. On 02/09/2026, 1,875,013 shares of Series D preferred stock automatically converted on a one-for-one basis into 1,875,013 shares of common stock immediately before SpyGlass Pharma’s initial public offering. On the same date, an affiliated entity purchased 312,500 additional common shares at $16 per share. Following these transactions, 2,187,513 common shares were reported as indirectly owned through Coöperatieve Gilde Healthcare VG VI U.A. and related Gilde Healthcare entities, with voting and dispositive power primarily held by Gilde Healthcare VG VI Management B.V. and certain individuals, who, along with the reporting person, disclaim beneficial ownership except for their pecuniary interests.

Insider Trade Summary

Net Buyer: 312,500 shares ($5,000,000)

Net Buy 3 txns

Insider Pardo Geoffrey B

Role Director

Bought 312,500 shs ($5.00M)

Type	Security	Shares	Price	Value
Conversion	Series D Preferred Stock	1,875,013	$0.00	--
Conversion	Common Stock	1,875,013	$0.00	--
Purchase	Common Stock	312,500	$16.00	$5.00M

Holdings After Transaction: Series D Preferred Stock — 0 shares (Indirect, See footnote); Common Stock — 1,875,013 shares (Indirect, See footnote)

Footnotes (1)

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. Shares held by Cooperatieve Gilde Healthcare VG VI U.A. (Gilde). Gilde Healthcare VG VI Management B.V. (Gilde Healthcare Management) is the manager of Gilde and has sole voting and dispositive power with respect to the shares held by Gilde. Gilde Healthcare Management is owned by Gilde Healthcare Holding B.V. and managed by Edwin de Graaf and Pieter Van der Meer. The Reporting Person is the President and General Partner of Gilde Healthcare US Inc. and may be deemed to share voting and dispositive power with respect to the shares held of record by Gilde. Each of Mr. de Graaf, Mr. Van der Meer and the Reporting Person disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.

Form 4 Insider Transactions: What Each Field Means →

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^*

Pardo Geoffrey B

(Last) (First) (Middle)

C/O SPYGLASS PHARMA, INC.

27061 ALISO CREEK RD., SUITE 100

(Street)

ALISO VIEJO CA 92656

(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		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)

X	Form filed by One Reporting Person
	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		1,875,013	A	$0(1)	1,875,013	I	See footnote(2)
Common Stock	02/09/2026		P		312,500	A	$16	2,187,513	I	See footnote(2)

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 D Preferred Stock	(1)	02/09/2026		C			1,875,013	(1)	(1)	Common Stock	1,875,013	(1)	0	I	See footnote(2)

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. Shares held by Cooperatieve Gilde Healthcare VG VI U.A. (Gilde). Gilde Healthcare VG VI Management B.V. (Gilde Healthcare Management) is the manager of Gilde and has sole voting and dispositive power with respect to the shares held by Gilde. Gilde Healthcare Management is owned by Gilde Healthcare Holding B.V. and managed by Edwin de Graaf and Pieter Van der Meer. The Reporting Person is the President and General Partner of Gilde Healthcare US Inc. and may be deemed to share voting and dispositive power with respect to the shares held of record by Gilde. Each of Mr. de Graaf, Mr. Van der Meer and the Reporting Person disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.

	/s/ Brian Aukshunas, as Attorney-in-Fact	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.
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FAQ

What insider transactions did SpyGlass Pharma (SGP) report in this Form 4?

SpyGlass Pharma reported a director-affiliated entity converting 1,875,013 Series D preferred shares into common stock and buying 312,500 common shares at $16 each. These moves raised the entity’s reported indirect common stock holdings to 2,187,513 shares on February 9, 2026.

Who indirectly holds the SpyGlass Pharma (SGP) shares reported in this filing?

The shares are held by Coöperatieve Gilde Healthcare VG VI U.A., managed by Gilde Healthcare VG VI Management B.V., which has sole voting and dispositive power. Various related Gilde Healthcare entities and individuals are involved, and each party disclaims beneficial ownership except for their pecuniary interest.

How many SpyGlass Pharma (SGP) shares were purchased on the open market?

An affiliated entity purchased 312,500 shares of SpyGlass Pharma common stock on February 9, 2026 at $16 per share. This open-market transaction is in addition to the automatic conversion of preferred stock into 1,875,013 common shares reported the same day.

What was the size of the SpyGlass Pharma (SGP) preferred stock conversion?

The filing shows 1,875,013 shares of Series D preferred stock automatically converted into 1,875,013 common shares on a one-for-one basis. The conversion occurred immediately before the closing of SpyGlass Pharma’s initial public offering of its common stock.

How many SpyGlass Pharma (SGP) shares are indirectly owned after these transactions?

After the February 9, 2026 transactions, 2,187,513 shares of SpyGlass Pharma common stock are reported as indirectly owned through the Gilde Healthcare entities. These holdings reflect both the preferred stock conversion and the additional open-market purchase at $16 per share.

Does director Geoffrey B. Pardo personally own the SpyGlass Pharma (SGP) shares reported?

The filing states the shares are held by Gilde Healthcare entities, and Geoffrey B. Pardo may be deemed to share voting and dispositive power. However, he and the other named individuals disclaim beneficial ownership, except to the extent of their pecuniary interest in the shares.