NEA 17 (SGP) converts preferred and buys 937,500 SpyGlass Pharma shares

Rhea-AI Filing Summary

New Enterprise Associates 17, L.P., a 10% owner of SpyGlass Pharma, Inc., reported several equity changes tied to the company’s initial public offering. On February 9, 2026, multiple series of preferred stock automatically converted on a one-for-one basis into common stock before the IPO closed.

These conversions increased NEA 17’s direct holdings to 5,097,538 shares of common stock. On the same date, NEA 17 also purchased 937,500 shares of common stock at $16 per share, bringing its directly held position to 6,035,038 common shares.

The securities are directly held by NEA 17 and indirectly by NEA Partners 17, L.P., NEA 17 GP, LLC, and specified individual managers, who disclaim beneficial ownership of portions in which they have no pecuniary interest.

Insider Trade Summary

Net Buyer: 937,500 shares ($15,000,000)

Net Buy 9 txns

Insider New Enterprise Associates 17, L.P., NEA Partners 17, L.P., NEA 17 GP, LLC

Role 10% Owner | 10% Owner | 10% Owner

Bought 937,500 shs ($15.00M)

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

Holdings After Transaction: Series B Preferred Stock — 0 shares (Direct); Series C-1 Preferred Stock — 0 shares (Direct); Series C-2 Preferred Stock — 0 shares (Direct); Series D Preferred Stock — 0 shares (Direct); Common Stock — 1,619,240 shares (Direct)

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"), prior to the closing of the Issuer's initial public offering of its Common Stock on February 9, 2026. The securities are directly held by New Enterprise Associates 17, L.P. ("NEA 17") and are indirectly held by NEA Partners 17, L.P. ("NEA Partners 17"), the sole general partner of NEA 17, NEA 17 GP, LLC ("NEA 17 GP"), the sole general partner of NEA Partners 17, and the individual managers of NEA 17 GP (NEA Partners 17, NEA 17 GP and the individual managers of NEA 17 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Mangers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Mohamad Makhzoumi, Edward Mathers, Scott Sandell, Paul Walker and Rick Yang. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Indirect Reporting Persons have no pecuniary interest.

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^*

New Enterprise Associates 17, L.P.

(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)

	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		1,619,240	A	(1)	1,619,240	D(2)
Common Stock	02/09/2026		C		1,370,168	A	(1)	2,989,408	D(2)
Common Stock	02/09/2026		C		1,370,168	A	(1)	4,359,576	D(2)
Common Stock	02/09/2026		C		737,962	A	(1)	5,097,538	D(2)
Common Stock	02/09/2026		P		937,500	A	$16	6,035,038	D(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 B Preferred Stock	(1)	02/09/2026		C			1,619,240	(1)	(1)	Common Stock	1,619,240	(1)	0	D(2)
Series C-1 Preferred Stock	(1)	02/09/2026		C			1,370,168	(1)	(1)	Common Stock	1,370,168	(1)	0	D(2)
Series C-2 Preferred Stock	(1)	02/09/2026		C			1,370,168	(1)	(1)	Common Stock	1,370,168	(1)	0	D(2)
Series D Preferred Stock	(1)	02/09/2026		C			737,962	(1)	(1)	Common Stock	737,962	(1)	0	D(2)

1. Name and Address of Reporting Person^*

New Enterprise Associates 17, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEA Partners 17, L.P.

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEA 17 GP, LLC

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

2. The securities are directly held by New Enterprise Associates 17, L.P. ("NEA 17") and are indirectly held by NEA Partners 17, L.P. ("NEA Partners 17"), the sole general partner of NEA 17, NEA 17 GP, LLC ("NEA 17 GP"), the sole general partner of NEA Partners 17, and the individual managers of NEA 17 GP (NEA Partners 17, NEA 17 GP and the individual managers of NEA 17 GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Mangers are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Mohamad Makhzoumi, Edward Mathers, Scott Sandell, Paul Walker and Rick Yang. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Indirect Reporting Persons have 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.
* 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.

FAQ

What insider activity did NEA 17 report for SpyGlass Pharma (SGP)?

New Enterprise Associates 17, L.P. reported preferred stock converting into common shares and a sizable stock purchase. On February 9, 2026, its preferred shares converted one-for-one into common stock and it bought additional common shares, increasing its direct ownership stake in SpyGlass Pharma.

How many SpyGlass Pharma (SGP) shares does NEA 17 own after these transactions?

After the reported transactions, New Enterprise Associates 17, L.P. directly holds 6,035,038 shares of SpyGlass Pharma common stock. This reflects both the automatic conversion of several series of preferred stock and an additional purchase of common shares completed on February 9, 2026.

What price did NEA 17 pay for newly purchased SpyGlass Pharma (SGP) shares?

New Enterprise Associates 17, L.P. purchased 937,500 SpyGlass Pharma common shares at $16 per share. This open-market or private transaction occurred on February 9, 2026, alongside the automatic conversion of multiple preferred stock series into common stock tied to SpyGlass’s initial public offering.

How did SpyGlass Pharma’s preferred stock convert for NEA 17?

All series of SpyGlass Pharma preferred stock held by New Enterprise Associates 17, L.P. automatically converted into common stock. The conversion occurred on a one-for-one basis before the closing of SpyGlass Pharma’s initial public offering on February 9, 2026, consolidating NEA 17’s position into common shares.

Who are the indirect holders related to NEA 17’s SpyGlass Pharma (SGP) stake?

The SpyGlass Pharma securities are directly held by New Enterprise Associates 17, L.P. and indirectly by NEA Partners 17, L.P., NEA 17 GP, LLC, and specified individual managers. These indirect reporting persons disclaim beneficial ownership of any portion of the NEA 17 holdings in which they lack pecuniary interest.

What is the relationship of NEA 17 to SpyGlass Pharma (SGP)?

New Enterprise Associates 17, L.P. is reported as a 10% owner of SpyGlass Pharma. This status reflects its substantial direct holding of common stock following automatic preferred stock conversions and an additional share purchase completed on February 9, 2026, around the company’s initial public offering.