SpyGlass Pharma (SGP) fund converts preferred shares and buys stock

Rhea-AI Filing Summary

SpyGlass Pharma, Inc. reported insider activity linked to investment fund New Enterprise Associates 17, L.P. (NEA 17), with Rick Yang as the Section 16 reporting person. On February 9, 2026, all Series B, Series C-1, Series C-2 and Series D preferred stock automatically converted on a one-for-one basis into the same number of common shares in connection with the company’s initial public offering.

On the same date, NEA 17 also reported an indirect open‑market or private purchase of 937,500 shares of common stock at $16 per share, bringing its indirectly held common stock position to 6,035,038 shares. The filing explains that NEA 17 is the direct beneficial owner and that Rick Yang disclaims beneficial ownership of any portion in which he has no pecuniary interest.

Insider Trade Summary

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

Net Buy 9 txns

Insider Yang Rick

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	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 (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); 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.

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^*

Yang Rick

(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)

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)

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.

	/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).
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FAQ

What insider transactions were reported for SpyGlass Pharma (SGP) on February 9, 2026?

The filing reports automatic conversion of multiple preferred stock series into common shares and an additional indirect purchase of 937,500 SpyGlass Pharma common shares at $16 per share. These transactions are tied to the company’s initial public offering and involve investment fund NEA 17.

How many SpyGlass Pharma (SGP) shares are indirectly held after the reported Form 4 transactions?

After the reported transactions, the indirect position stands at 6,035,038 SpyGlass Pharma common shares. This total reflects preferred stock converting one-for-one into common stock plus a 937,500‑share purchase at $16, all reported as indirectly owned through investment fund NEA 17.

What preferred stock series in SpyGlass Pharma (SGP) were converted into common stock?

All shares of Series B, Series C-1, Series C-2 and Series D preferred stock automatically converted into SpyGlass Pharma common stock on a one‑for‑one basis. The conversion occurred immediately before the closing of SpyGlass Pharma’s initial public offering on February 9, 2026.

Who is the direct beneficial owner of the SpyGlass Pharma (SGP) shares reported on this Form 4?

The direct beneficial owner is New Enterprise Associates 17, L.P. (NEA 17). The filing explains that NEA 17 holds the securities, while Rick Yang is a manager of the upstream general partner entities and disclaims beneficial ownership where he has no pecuniary interest.

Was the 937,500-share SpyGlass Pharma (SGP) transaction a purchase or sale?

The 937,500‑share transaction was a purchase of SpyGlass Pharma common stock at $16 per share. It is coded as a “P” transaction, identified as an open‑market or private purchase, and is reported as indirectly owned through the NEA 17 investment structure.

How are Rick Yang’s interests in SpyGlass Pharma (SGP) characterized in the Form 4?

Rick Yang is a manager of NEA 17 GP, LLC, which indirectly controls NEA 17, the direct owner of the SpyGlass Pharma shares. The filing states he disclaims beneficial ownership of portions of NEA 17’s holdings in which he has no pecuniary interest.