SpyGlass Pharma insider-linked entities add SGP shares

SpyGlass Pharma, Inc. reported that investment entities associated with 10% owner Paul Edward Walker indirectly acquired common stock around the company’s initial public offering.

Rhea-AI Filing Summary

SpyGlass Pharma, Inc. reported that investment entities associated with 10% owner Paul Edward Walker indirectly acquired common stock around the company’s initial public offering. On February 9, 2026, all outstanding preferred stock series automatically converted into common stock on a one-for-one basis before the IPO closing, creating large indirect common holdings for New Enterprise Associates funds.

On the same date, an entity linked to Walker also indirectly purchased 937,500 shares of common stock at $16 per share, bringing that entity’s indirect common holdings to 6,035,038 shares, as referenced in Note 2. Separate entities referenced in Note 3 indirectly held 1,357,263 shares of common stock after related conversions.

Insider Trade Summary

Net Buyer: 937,500 shares

Net Buy 13 txns

Insider Walker Paul Edward

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 transactions did SGP report for Paul Edward Walker on February 9, 2026?

SpyGlass Pharma reported that entities associated with 10% owner Paul Edward Walker indirectly acquired common shares on February 9, 2026 through automatic preferred-to-common conversions and an additional open-market purchase of 937,500 common shares at $16 per share.

How many SpyGlass Pharma (SGP) shares were bought in the open-market transaction?

An entity linked to Paul Edward Walker indirectly purchased 937,500 shares of SpyGlass Pharma common stock at $16 per share, according to the Form 4. This increased that entity’s indirect holdings to 6,035,038 common shares as described in the filing’s ownership table.

What happened to SpyGlass Pharma’s preferred stock on February 9, 2026?

All series of SpyGlass Pharma preferred stock automatically converted into common stock on a one-for-one basis before the closing of the initial public offering on February 9, 2026. This conversion turned preferred holdings of NEA funds into equivalent common share positions.

Which entities indirectly hold SpyGlass Pharma (SGP) shares for Paul Edward Walker?

The Form 4 states that New Enterprise Associates 17, L.P. and New Enterprise Associates 16, L.P. are the direct beneficial owners. Walker is a manager of their respective general partners and disclaims beneficial ownership of portions in which he has no pecuniary interest.

How many SpyGlass Pharma shares do NEA-related entities hold after the reported transactions?

One NEA-related entity referenced in Note 2 held 6,035,038 SpyGlass Pharma common shares indirectly after the reported transactions. Another entity referenced in Note 3 held 1,357,263 common shares indirectly, following conversions of preferred stock into common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Walker Paul Edward

(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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