Form 4: Nielsen Kirk G. reports acquisition/exercise transactions in SGP

Rhea-AI Filing Summary

Nielsen Kirk G. reported acquisition or exercise transactions in a Form 4 filing for SGP. The filing lists transactions totaling 27,400 shares. Following the reported transactions, holdings were 27,400 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nielsen Kirk G.

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	27,400	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 27,400 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^*

Nielsen Kirk G.

(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)

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

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		27,400		(1)	02/05/2036	Common Stock	27,400	$0	27,400	D

Explanation of Responses:

1. Subject to the Reporting Person's continuing as an Outside Director (as defined in the Issuer's 2026 Equity Incentive Plan) through such applicable vesting date, one thirty-sixth (1/36th) of the shares subject to the option shall vest each month following the Date of Grant on the same day of the month as the Date of Grant (and if there is no corresponding day, on the last day of the month). "Date of Grant" 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 on this Form 4?

SpyGlass Pharma reported a grant of 27,400 stock options to director and 10% owner Kirk G. Nielsen on February 5, 2026. The award is classified as a derivative security, giving him rights to acquire common shares at a fixed exercise price.

How many SpyGlass Pharma (SGP) options were granted to Kirk G. Nielsen?

Kirk G. Nielsen was granted 27,400 stock options. These options are reported as derivative securities and represent rights to purchase 27,400 shares of SpyGlass Pharma common stock, subject to the vesting schedule and continued service conditions described in the equity incentive plan.

What is the exercise price and term of the new SpyGlass Pharma (SGP) stock options?

The stock options have an exercise price of $16 per share and expire on February 5, 2036. This gives the reporting person a long-dated right to buy SpyGlass Pharma common stock at that price if the options vest and are exercised.

How do the SpyGlass Pharma (SGP) options granted to Kirk G. Nielsen vest?

The options vest monthly in 36 equal installments. One thirty-sixth of the 27,400 options vests each month after the February 5, 2026 grant date, provided he continues serving as an Outside Director under the 2026 Equity Incentive Plan.

What is Kirk G. Nielsen’s position and ownership role at SpyGlass Pharma (SGP)?

Kirk G. Nielsen is reported as both a director and a 10% owner of SpyGlass Pharma. The Form 4 identifies him in these roles while disclosing the grant of 27,400 stock options and his direct beneficial ownership of these derivative securities.

How many SpyGlass Pharma (SGP) derivative securities does Kirk G. Nielsen own after this grant?

After the reported transaction, Kirk G. Nielsen beneficially owns 27,400 derivative securities in the form of stock options. These options are held directly and are subject to the vesting and expiration terms set out in the grant and the equity plan.