Form 4: Dennewill James Robert reports acquisition/exercise transactions in SGP

Rhea-AI Filing Summary

Dennewill James Robert Jr. reported acquisition or exercise transactions in a Form 4 filing for SGP. The filing lists transactions totaling 105,000 shares. Following the reported transactions, holdings were 105,000 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dennewill James Robert Jr.

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	105,000	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 105,000 shares (Direct)

Footnotes (1)

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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^*

Dennewill James Robert Jr.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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

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
Stock Option (right to buy)	$16	02/05/2026		A		105,000		(1)	02/05/2036	Common Stock	105,000	$0	105,000	D

Explanation of Responses:

1. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2026 Equity Incentive Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean February 5, 2026.

	/s/ Brian Aukshunas, as Attorney-in-Fact	02/09/2026
	** 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 transaction did SpyGlass Pharma (SGP) report for its COO?

SpyGlass Pharma reported a stock option grant to Chief Operating Officer James Robert Dennewill Jr. The award covers 105,000 options to purchase common stock at a $16 exercise price, reflecting equity-based compensation tied to his ongoing service with the company.

How many SpyGlass Pharma stock options were granted to the COO?

The COO received 105,000 stock options. These options give him the right to buy 105,000 shares of SpyGlass Pharma common stock at a fixed $16 exercise price, subject to a multi-year vesting schedule based on continued service.

What is the exercise price of the SpyGlass Pharma options granted on February 5, 2026?

The stock options granted on February 5, 2026 have an exercise price of $16 per share. This means the COO can purchase SpyGlass Pharma common stock at $16 once the options vest and are exercised, regardless of the future market price.

How do the SpyGlass Pharma COO stock options vest over time?

The options vest over four years. Twenty-five percent of the 105,000 shares vest on the one-year anniversary of the February 5, 2026 vesting commencement date, with the remaining shares vesting in equal monthly installments thereafter, contingent on continued service.

What role does continued service play in the SpyGlass Pharma option grant?

Continued service is a key condition for vesting. The filing states the COO must remain a service provider under the company’s 2026 Equity Incentive Plan for each vesting date, otherwise unvested portions of the 105,000-share option may not become exercisable.

Is the reported SpyGlass Pharma insider transaction a stock purchase or an option grant?

The transaction is an option grant, not a direct stock purchase. The COO received 105,000 stock options with a $16 exercise price, allowing future purchases of common shares once vesting conditions are met, rather than acquiring shares immediately in the market.