STOCK TITAN

Entities tied to SpyGlass Pharma (SGP) holder boost stake

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

SpyGlass Pharma, Inc. reported insider-related equity changes involving a 10% owner on February 9, 2026. Investment entities NEA 17 and NEA 16, which are the direct beneficial owners of the securities, had multiple series of preferred stock automatically convert on a one-for-one basis into common stock before the closing of SpyGlass Pharma’s initial public offering on February 9, 2026.

On the same date, an entity associated with NEA 17 indirectly purchased 937,500 shares of common stock at $16 per share. After these transactions, 6,035,038 shares of common stock were indirectly beneficially owned through NEA 17 and 1,357,263 shares through NEA 16, while the reporting person disclaims beneficial ownership of portions in which he has no pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Florence Anthony A. Jr.
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.
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*
Florence Anthony A. Jr.

(Last) (First) (Middle)
104 5TH AVENUE
19TH FLOOR

(Street)
NEW YORK NY 10011

(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).
** 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 activity did SpyGlass Pharma (SGP) disclose in this Form 4?

SpyGlass Pharma disclosed that entities affiliated with a 10% owner converted multiple series of preferred stock into common stock and indirectly bought 937,500 common shares at $16 per share on February 9, 2026, around the company’s initial public offering.

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

An affiliated investment entity indirectly purchased 937,500 shares of SpyGlass Pharma common stock at $16 per share on February 9, 2026. This purchase was in addition to large preferred-to-common stock conversions occurring the same day in connection with the company’s initial public offering.

What preferred stock conversions did SpyGlass Pharma (SGP) report for the 10% owner?

The filing reports that all shares of the issuer’s Series A, B, C-1, C-2, and D preferred stock automatically converted on a one-for-one basis into common stock before the closing of SpyGlass Pharma’s initial public offering on February 9, 2026.

Which entities directly own the SpyGlass Pharma (SGP) shares reported in this Form 4?

The directly beneficial owners are New Enterprise Associates 17, L.P. (NEA 17) and New Enterprise Associates 16, L.P. (NEA 16). The reporting person is a manager of their general partners but disclaims beneficial ownership of portions in which he has no pecuniary interest.

How many SpyGlass Pharma (SGP) shares were indirectly held after the reported transactions?

After the reported transactions, 6,035,038 SpyGlass Pharma common shares were indirectly beneficially owned through NEA 17 and 1,357,263 shares through NEA 16. These amounts follow the preferred stock conversions and the 937,500-share common stock purchase at $16 per share.

What ownership disclaimer did the SpyGlass Pharma (SGP) reporting person make?

The reporting person stated he is a manager of the general partners of NEA 17 and NEA 16, but disclaims beneficial ownership under Section 16 of the Exchange Act of any portion of SpyGlass Pharma securities held by those funds in which he has no pecuniary interest.