Director option grant at SpyGlass Pharma (SGP) detailed

Rhea-AI Filing Summary

SpyGlass Pharma, Inc. director Zachary Scheiner was granted a stock option covering 27,400 shares of common stock at an exercise price of $16 per share on February 5, 2026. The option vests in equal monthly installments over 36 months, conditioned on his continuing service as an Outside Director.

According to the filing, Scheiner holds this option for the benefit of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund III, L.P. Any net cash or stock received upon exercise must be turned over to RA Capital Management, L.P. to offset advisory fees, and Scheiner disclaims beneficial ownership of the option and underlying shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Scheiner Zachary

Role Director

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)

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. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and the RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

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^*

Scheiner Zachary

(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		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(2)

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.

2. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and the RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

	/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 in this Form 4?

SpyGlass Pharma reported a grant of stock options to director Zachary Scheiner. He received an option over 27,400 shares of common stock at a $16 exercise price on February 5, 2026, as compensation for his role as an Outside Director.

How do the granted stock options to Zachary Scheiner vest at SpyGlass Pharma (SGP)?

The granted stock options vest in 36 equal monthly installments. One thirty-sixth of the 27,400-share option vests each month after the February 5, 2026 grant date, so long as Scheiner continues serving as an Outside Director through each applicable vesting date.

What is the relationship between Zachary Scheiner’s SpyGlass (SGP) option grant and RA Capital funds?

The option is held for the benefit of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund III, L.P.. Any net cash or stock from exercising the option must be turned over to RA Capital Management, L.P., reducing advisory fees owed by those funds.

Does Zachary Scheiner claim beneficial ownership of the SpyGlass Pharma (SGP) option grant?

No. The filing states that Scheiner disclaims beneficial ownership of the option and underlying common stock. Because any net cash or shares from exercise go to RA Capital Management-related funds, he reports the grant but does not treat it as personally owned.

What is the expiration date of Zachary Scheiner’s SpyGlass Pharma (SGP) stock option grant?

The reported stock option granted to Zachary Scheiner expires on February 5, 2036. Until that expiration date, and subject to vesting and his continued service as an Outside Director, the option is exercisable to purchase SpyGlass Pharma common shares at $16 per share.