NEA funds tied to SpyGlass Pharma (SGP) convert preferred and buy shares

Rhea-AI Filing Summary

SpyGlass Pharma’s 10% holder Baskett Forest, through investment funds NEA 17 and NEA 16, reported multiple indirect acquisitions of common stock on February 9, 2026. Several series of preferred stock automatically converted into common stock on a one-for-one basis in connection with the company’s initial public offering.

In addition, an affiliated fund indirectly bought 937,500 shares of common stock at $16 per share, bringing its indirect common stock holdings reported in this filing to 6,035,038 shares, while another affiliated fund reported 1,357,263 indirectly held shares. Baskett Forest disclaims beneficial ownership of portions of these positions where there is no pecuniary interest.

Insights

Equity ownership and governance analyst

NEA funds convert preferred and add to SpyGlass Pharma stake.

Investment funds NEA 17 and NEA 16, associated with 10% owner Baskett Forest, converted multiple preferred stock series into SpyGlass Pharma common stock on February 9, 2026. These automatic one-for-one conversions occurred in connection with the company’s initial public offering.

The filing also shows an affiliated fund indirectly purchased 937,500 common shares at $16 per share, increasing reported indirect ownership to 6,035,038 shares for one fund and 1,357,263 shares for another. Baskett Forest disclaims beneficial ownership of portions of these positions without pecuniary interest.

This activity reflects a shift from preferred to common equity and additional capital committed by the funds, but it does not, by itself, indicate changes in company operations or strategy. Future filings may provide more detail on ownership changes after the IPO.

Insider Trade Summary

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

Net Buy 13 txns

Insider BASKETT FOREST

Role 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	Series A Preferred Stock	954,990	$0.00	--
Conversion	Series B Preferred Stock	402,273	$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
Conversion	Common Stock	954,990	$0.00	--
Conversion	Common Stock	402,273	$0.00	--

Holdings After Transaction: Series B Preferred Stock — 0 shares (Indirect, See Note 2); Series C-1 Preferred Stock — 0 shares (Indirect, See Note 2); Series C-2 Preferred Stock — 0 shares (Indirect, See Note 2); Series D Preferred Stock — 0 shares (Indirect, See Note 2); Series A Preferred Stock — 0 shares (Indirect, See Note 3); Common Stock — 1,619,240 shares (Indirect, See Note 2)

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 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. 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.

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^*

BASKETT FOREST

(Last) (First) (Middle)

2855 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did Baskett Forest report for SpyGlass Pharma (SGP)?

Baskett Forest, a 10% owner, reported indirect acquisitions of SpyGlass Pharma common stock on February 9, 2026. NEA 17 and NEA 16 funds converted several preferred stock series into common shares and one fund also bought 937,500 common shares at $16 per share.

How many SpyGlass Pharma shares did NEA 17 indirectly hold after these transactions?

After the reported conversions and purchase, the NEA 17-related position showed indirect beneficial ownership of 6,035,038 SpyGlass Pharma common shares. This reflects both automatic one-for-one preferred stock conversions and a 937,500-share purchase at $16 per share on February 9, 2026.

What did the NEA 16-related fund report owning in SpyGlass Pharma (SGP) common stock?

Entities associated with NEA 16 reported indirect beneficial ownership of 1,357,263 SpyGlass Pharma common shares. These holdings arose from automatic one-for-one conversions of Series A and Series B preferred stock into common shares on February 9, 2026, as disclosed in the filing footnotes.

Was there a cash purchase of SpyGlass Pharma shares in this Form 4?

Yes. An affiliated fund indirectly purchased 937,500 SpyGlass Pharma common shares at $16 per share on February 9, 2026. This open-market or private transaction is reported with transaction code P, separate from the non-cash preferred-to-common stock conversions also disclosed that day.

How were SpyGlass Pharma preferred shares converted in this insider filing?

All reported SpyGlass Pharma preferred stock series automatically converted into common stock on a one-for-one basis. The filing notes these conversions occurred prior to the closing of SpyGlass Pharma’s initial public offering of common stock on February 9, 2026, transforming the funds’ holdings into common shares.

Does Baskett Forest claim full beneficial ownership of the NEA funds’ SpyGlass Pharma shares?

No. The footnotes explain Baskett Forest is a manager of the NEA general partners but disclaims beneficial ownership of portions of NEA 17 and NEA 16 holdings where there is no pecuniary interest. The funds themselves are identified as the direct beneficial owners of the SpyGlass Pharma securities.