SpyGlass Pharma holder converts preferred, buys stock

SpyGlass Pharma’s Form 4 shows venture funds affiliated with Scott D. Sandell increasing their indirect common stock holdings around the company’s initial public offering.

Rhea-AI Filing Summary

SpyGlass Pharma’s Form 4 shows venture funds affiliated with Scott D. Sandell increasing their indirect common stock holdings around the company’s initial public offering. On February 9, 2026, multiple series of preferred stock automatically converted one-for-one into common shares before the IPO closing.

NEA 17-related entities ended with 6,035,038 shares of common stock held indirectly, including an open-market or private purchase of 937,500 shares at $16 per share. NEA 16-related entities held 1,357,263 common shares indirectly. The footnotes state Sandell disclaims beneficial ownership of portions of these fund-held securities in which he has no pecuniary interest.

Insider Trade Summary

Net Buyer: 937,500 shares

Net Buy 13 txns

Insider SANDELL SCOTT D

Role 10% Owner

Bought 937,500 shs ($15.00M)

Type	Security	Shares	Price	Value
Conversion	Series B Preferred Stock	1,619,240	$0.00	$0.00
Conversion	Series C-1 Preferred Stock	1,370,168	$0.00	$0.00
Conversion	Series C-2 Preferred Stock	1,370,168	$0.00	$0.00
Conversion	Series D Preferred Stock	737,962	$0.00	$0.00
Conversion	Series A Preferred Stock	954,990	$0.00	$0.00
Conversion	Series B Preferred Stock	402,273	$0.00	$0.00
Conversion	Common Stock	1,619,240	$0.00	$0.00
Conversion	Common Stock	1,370,168	$0.00	$0.00
Conversion	Common Stock	1,370,168	$0.00	$0.00
Conversion	Common Stock	737,962	$0.00	$0.00
Purchase	Common Stock	937,500	$16.00	$15.00M
Conversion	Common Stock	954,990	$0.00	$0.00
Conversion	Common Stock	402,273	$0.00	$0.00

Holdings After Transaction: Series B Preferred Stock — 0 contracts (Indirect, See Note 2); Series C-1 Preferred Stock — 0 contracts (Indirect, See Note 2); Series C-2 Preferred Stock — 0 contracts (Indirect, See Note 2); Series D Preferred Stock — 0 contracts (Indirect, See Note 2); Series A Preferred Stock — 0 contracts (Indirect, See Note 3); Series B Preferred Stock — 0 contracts (Indirect, See Note 3); Common Stock — 6,035,038 shares (Indirect, See Note 2); Common Stock — 1,357,263 shares (Indirect, See Note 3)

Footnotes (3)

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"), prior to the closing of the Issuer's initial public offering of its Common Stock on February 9, 2026.
2. F2. 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.
3. F3. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Exchange Act or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest.

FAQ

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

The Form 4 reports that venture funds associated with Scott D. Sandell converted several preferred stock series into SpyGlass Pharma common shares and also bought additional common stock, resulting in several million shares held indirectly through NEA-managed investment partnerships.

How many SpyGlass Pharma (SGP) shares do NEA 17-related entities hold after the transactions?

After the reported transactions, NEA 17-related entities indirectly hold 6,035,038 shares of SpyGlass Pharma common stock. This total reflects automatic preferred stock conversions plus a separate open-market or private purchase of 937,500 common shares at a price of $16 per share.

Did NEA 17-related entities buy additional SpyGlass Pharma (SGP) shares on the market?

Yes. In addition to preferred stock conversions, NEA 17-related entities acquired 937,500 SpyGlass Pharma common shares in a transaction coded “P” at $16 per share, indicating an open-market or private purchase that increased their indirect ownership position in the company.

What did NEA 16-related entities report owning in SpyGlass Pharma (SGP)?

NEA 16-related entities reported indirect ownership of 1,357,263 SpyGlass Pharma common shares. These holdings arose from the automatic conversion of Series A and Series B preferred stock into common stock on a one-for-one basis in connection with SpyGlass Pharma’s initial public offering.

How were SpyGlass Pharma (SGP) preferred shares converted into common stock?

All outstanding preferred stock series automatically converted into SpyGlass Pharma common stock on a one-for-one basis. The footnotes specify this conversion occurred prior to the closing of the company’s initial public offering of common stock on February 9, 2026, standardizing the capital structure.

Does Scott D. Sandell personally own all the SpyGlass Pharma (SGP) shares reported?

No. The filing explains that investment funds NEA 17 and NEA 16 are the direct beneficial owners. Scott D. Sandell is a manager of their general partners and disclaims beneficial ownership of any portions of these securities in which he has no pecuniary interest under Section 16 definitions.

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Accepted by SEC EDGAR 02/11/2026 - 04:30 PM Learn about SEC filing dates

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^*

SANDELL SCOTT D

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(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)

	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)

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		1,619,240	A	(1)	1,619,240	I	See Note 2(2)
Common Stock	02/09/2026		C		1,370,168	A	(1)	2,989,408	I	See Note 2(2)
Common Stock	02/09/2026		C		1,370,168	A	(1)	4,359,576	I	See Note 2(2)
Common Stock	02/09/2026		C		737,962	A	(1)	5,097,538	I	See Note 2(2)
Common Stock	02/09/2026		P		937,500	A	$16	6,035,038	I	See Note 2(2)
Common Stock	02/09/2026		C		954,990	A	(1)	954,990	I	See Note 3(3)
Common Stock	02/09/2026		C		402,273	A	(1)	1,357,263	I	See Note 3(3)

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 B Preferred Stock	(1)	02/09/2026		C			1,619,240	(1)	(1)	Common Stock	1,619,240	(1)	0	I	See Note 2(2)
Series C-1 Preferred Stock	(1)	02/09/2026		C			1,370,168	(1)	(1)	Common Stock	1,370,168	(1)	0	I	See Note 2(2)
Series C-2 Preferred Stock	(1)	02/09/2026		C			1,370,168	(1)	(1)	Common Stock	1,370,168	(1)	0	I	See Note 2(2)
Series D Preferred Stock	(1)	02/09/2026		C			737,962	(1)	(1)	Common Stock	737,962	(1)	0	I	See Note 2(2)
Series A Preferred Stock	(1)	02/09/2026		C			954,990	(1)	(1)	Common Stock	954,990	(1)	0	I	See Note 3(3)
Series B Preferred Stock	(1)	02/09/2026		C			402,273	(1)	(1)	Common Stock	402,273	(1)	0	I	See Note 3(3)

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"), prior to the closing of the Issuer's initial public offering of its Common Stock on February 9, 2026.

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.

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

	/s/ Zachary Bambach, 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.
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