SpyGlass Pharma director entity converts and buys shares

SpyGlass Pharma director-affiliated entity reports IPO-related conversions and share purchase.

Rhea-AI Filing Summary

SpyGlass Pharma director-affiliated entity reports IPO-related conversions and share purchase. Investment vehicle Vensana Capital I, L.P., associated with director Kirk G. Nielsen, converted multiple series of preferred stock into Common Stock on 02/09/2026 immediately before SpyGlass Pharma’s initial public offering.

The preferred shares converted to Common Stock at a one-for-5.7329 ratio without additional payment. Following these derivative conversions, Vensana Capital I, L.P. indirectly held 3,145,619 Common shares, then acquired an additional 165,000 Common shares in an open‑market purchase at $16 per share, bringing its indirect holdings to 3,310,619 Common shares.

Insider Trade Summary

Net Buyer: 165,000 shares

Net Buy 9 txns

Insider Nielsen Kirk G.

Role Director

Bought 165,000 shs ($2.64M)

Type	Security	Shares	Price	Value
Conversion	Series B Preferred Stock	9,689,922	$0.00	$0.00
Conversion	Series C-1 Preferred Stock	3,142,015	$0.00	$0.00
Conversion	Series C-2 Preferred Stock	3,142,015	$0.00	$0.00
Conversion	Series D Preferred Stock	2,059,573	$0.00	$0.00
Conversion	Common Stock	1,690,230	$0.00	$0.00
Conversion	Common Stock	548,067	$0.00	$0.00
Conversion	Common Stock	548,067	$0.00	$0.00
Conversion	Common Stock	359,255	$0.00	$0.00
Purchase	Common Stock	165,000	$16.00	$2.64M

Holdings After Transaction: Series B Preferred Stock — 0 contracts (Indirect, See Footnote); Series C-1 Preferred Stock — 0 contracts (Indirect, See Footnote); Series C-2 Preferred Stock — 0 contracts (Indirect, See Footnote); Series D Preferred Stock — 0 contracts (Indirect, See Footnote); Common Stock — 3,310,619 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. Each of the Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, and Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-5.7329 basis without payment of further consideration immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
2. F2. These shares are held directly by Vensana Capital I, L.P. ("Vensana I"). Vensana Capital I GP, LLC ("Vensana GP I") is the general partner of Vensana I. Each of the Reporting Person, a member of the Issuer's board of directors, and Peter Justin Klein (the "GP I Managing Directors") is a managing director of Vensana GP I. Each of Vensana GP I and the GP I Managing Directors, in their capacities with respect to Vensana GP I, may be deemed to share voting, investment and dispositive power with respect to the shares held by Vensana I. Each of Vensana GP I and the GP I Managing Directors disclaims beneficial ownership of the these securities and this report shall not be deemed an admission that any one of Vensana GP I or the GP I Managing Directors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

FAQ

What insider transactions did SpyGlass Pharma (SGP) disclose on February 9, 2026?

SpyGlass Pharma disclosed preferred-to-common conversions and a share purchase. Vensana Capital I, L.P., an entity associated with director Kirk G. Nielsen, converted several preferred stock series into Common Stock and then bought 165,000 additional Common shares at $16 per share, all reported as indirect ownership.

How many SpyGlass Pharma (SGP) shares does the Vensana entity hold after these transactions?

After the transactions, Vensana Capital I, L.P. indirectly held 3,310,619 shares. This total reflects Common Stock received from automatic preferred stock conversions plus an additional open‑market purchase of 165,000 Common shares, all reported as indirectly owned on behalf of the Vensana investment vehicle.

How were SpyGlass Pharma (SGP) preferred shares converted into common stock?

Multiple preferred series automatically converted into Common Stock. Series B, Series C-1, Series C-2, and Series D Preferred Stock converted to Common Stock on a one‑for‑5.7329 basis, without further consideration, immediately before completion of SpyGlass Pharma’s initial public offering of Common Stock.

Who actually holds the SpyGlass Pharma (SGP) shares reported for Kirk G. Nielsen?

The shares are held by Vensana Capital I, L.P., not directly by Nielsen. Footnotes state Vensana Capital I, L.P. holds the shares, with Vensana Capital I GP, LLC and its managing directors, including Nielsen, potentially sharing voting and investment power, while disclaiming beneficial ownership beyond pecuniary interests.

Was the SpyGlass Pharma (SGP) insider transaction a buy or a sale?

The reported non-derivative transaction was a purchase. Vensana Capital I, L.P. acquired 165,000 shares of Common Stock in an open‑market or private purchase at $16 per share, adding to the Common Stock received through automatic preferred stock conversions on the same date.

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Accepted by SEC EDGAR 02/10/2026 - 06:09 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^*

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		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		1,690,230	A	(1)	1,690,230	I	See footnote(2)
Common Stock	02/09/2026		C		548,067	A	(1)	2,238,297	I	See Footnote(2)
Common Stock	02/09/2026		C		548,067	A	(1)	2,786,364	I	See Footnote(2)
Common Stock	02/09/2026		C		359,255	A	(1)	3,145,619	I	See Footnote(2)
Common Stock	02/09/2026		P		165,000	A	$16	3,310,619	I	See Footnote(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			9,689,922	(1)	(1)	Common Stock	1,690,230	(1)	0	I	See Footnote(2)
Series C-1 Preferred Stock	(1)	02/09/2026		C			3,142,015	(1)	(1)	Common Stock	548,067	(1)	0	I	See Footnote(2)
Series C-2 Preferred Stock	(1)	02/09/2026		C			3,142,015	(1)	(1)	Common Stock	548,067	(1)	0	I	See Footnote(2)
Series D Preferred Stock	(1)	02/09/2026		C			2,059,573	(1)	(1)	Common Stock	359,255	(1)	0	I	See Footnote(2)

Explanation of Responses:

1. Each of the Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, and Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-5.7329 basis without payment of further consideration immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

2. These shares are held directly by Vensana Capital I, L.P. ("Vensana I"). Vensana Capital I GP, LLC ("Vensana GP I") is the general partner of Vensana I. Each of the Reporting Person, a member of the Issuer's board of directors, and Peter Justin Klein (the "GP I Managing Directors") is a managing director of Vensana GP I. Each of Vensana GP I and the GP I Managing Directors, in their capacities with respect to Vensana GP I, may be deemed to share voting, investment and dispositive power with respect to the shares held by Vensana I. Each of Vensana GP I and the GP I Managing Directors disclaims beneficial ownership of the these securities and this report shall not be deemed an admission that any one of Vensana GP I or the GP I Managing Directors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

	/s/ Steven Schwen, as attorney-in-fact for Kirk Nielsen	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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