SpyGlass Pharma insider buys 937,500 IPO shares

SpyGlass Pharma’s 10% owner Mohamad Makhzoumi reported IPO-related share activity on February 9, 2026.

Rhea-AI Filing Summary

SpyGlass Pharma’s 10% owner Mohamad Makhzoumi reported IPO-related share activity on February 9, 2026. Investment entities associated with him converted multiple series of preferred stock into common stock on a one-for-one basis immediately before the company’s initial public offering.

The filing also shows an indirect open-market or private purchase of 937,500 shares of common stock at $16 per share, bringing related indirect holdings to 6,035,038 common shares under the NEA 17 structure. Additional indirect common shares are held through NEA 16 entities. Makhzoumi disclaims beneficial ownership of portions of these fund-held securities where he has no pecuniary interest.

Insider Trade Summary

Net Buyer: 937,500 shares

Net Buy 13 txns

Insider Makhzoumi Mohamad

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 for Mohamad Makhzoumi?

SpyGlass Pharma reported preferred-to-common conversions and a share purchase linked to Mohamad Makhzoumi–associated entities. Several preferred series automatically converted into common stock before the IPO, and 937,500 common shares were indirectly bought at $16, increasing indirect holdings tied to NEA-managed funds.

How many SpyGlass Pharma (SGP) shares were purchased and at what price?

Entities associated with Mohamad Makhzoumi bought 937,500 common shares at $16 each. This open-market or private transaction occurred on February 9, 2026, and is reported as an indirect purchase through the NEA 17 fund structure rather than a direct personal acquisition.

What preferred stock conversions did SpyGlass Pharma (SGP) disclose in this Form 4?

Several preferred series automatically converted into common stock one-for-one. Series A, B, C-1, C-2, and D preferred shares converted into equal numbers of common shares immediately before SpyGlass Pharma’s initial public offering on February 9, 2026, with ownership reported indirectly through NEA 16 and NEA 17 funds.

How many SpyGlass Pharma (SGP) common shares are indirectly held after the NEA 17 transactions?

Indirect holdings through the NEA 17 structure total 6,035,038 common shares. This figure reflects automatic one-for-one conversions of multiple preferred stock series into common stock plus the additional purchase of 937,500 common shares at $16 on February 9, 2026.

How are NEA 16 and NEA 17 involved in SpyGlass Pharma (SGP) ownership?

New Enterprise Associates funds NEA 16 and NEA 17 are the direct owners. Mohamad Makhzoumi is a manager of the respective general partners of these funds, which directly hold the SpyGlass Pharma securities. He disclaims beneficial ownership of portions where he has no pecuniary interest.

Does Mohamad Makhzoumi personally own SpyGlass Pharma (SGP) shares?

The filing reports indirect ownership through NEA 16 and NEA 17 funds. It describes him as a manager of their general partners and explicitly states he disclaims beneficial ownership of those securities to the extent he has no pecuniary interest in the fund-held positions.

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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^*

Makhzoumi Mohamad

(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
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