SpyGlass Pharma (SGP) holder NEA 17 buys 937,500 shares at $16

Rhea-AI Filing Summary

SpyGlass Pharma’s major shareholder entity reported IPO-related conversions and a large share purchase. An entity associated with Edward T. Mathers, New Enterprise Associates 17, L.P. (NEA 17), a 10% owner, converted Series B, C-1, C-2 and D preferred stock into 1,619,240, 1,370,168, 1,370,168 and 737,962 shares of common stock, respectively, on February 9, 2026, immediately before the closing of the company’s initial public offering. NEA 17 also indirectly bought 937,500 additional common shares at $16 per share, bringing its indirectly held common stock position reported here to 6,035,038 shares. Mathers is a manager of NEA 17’s general partner and disclaims beneficial ownership of portions of NEA 17’s holdings in which he has no pecuniary interest.

Insider Trade Summary

Net Buyer: 937,500 shares ($15,000,000)

Net Buy 9 txns

Insider Mathers Edward T

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	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

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); 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.

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
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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^*

Mathers Edward T

(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)

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)

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.

	/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).
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FAQ

What insider activity did SpyGlass Pharma (SGP) report on February 9, 2026?

SpyGlass Pharma reported that New Enterprise Associates 17, L.P. converted multiple preferred stock series into common stock and also purchased 937,500 common shares. All transactions occurred on February 9, 2026, around the time of the company’s initial public offering.

How many SpyGlass Pharma shares does NEA 17 hold after these Form 4 transactions?

After the reported transactions, New Enterprise Associates 17, L.P. indirectly held 6,035,038 shares of SpyGlass Pharma common stock. This total reflects conversions of several preferred stock series as well as a separate purchase of 937,500 common shares at $16 per share.

What preferred stock conversions were disclosed for SpyGlass Pharma (SGP)?

All outstanding Series B, C-1, C-2 and D preferred stock automatically converted one-for-one into common shares. The conversions produced 1,619,240, 1,370,168, 1,370,168 and 737,962 common shares, respectively, immediately prior to the closing of SpyGlass Pharma’s initial public offering.

At what price were SpyGlass Pharma shares acquired in the reported purchase?

The reported purchase involved 937,500 SpyGlass Pharma common shares at a price of $16 per share. This transaction was reported as an indirect open-market or private purchase by New Enterprise Associates 17, L.P., following the preferred stock conversions.

Who is the reporting person on the SpyGlass Pharma Form 4 and what is their role?

The reporting person is Edward T. Mathers, a 10% owner through his role as a manager of NEA 17 GP, LLC, the general partner of NEA 17. He disclaims beneficial ownership of any portion of NEA 17’s holdings in which he has no pecuniary interest.

How are the SpyGlass Pharma preferred stock conversions related to its IPO?

The preferred stock of SpyGlass Pharma automatically converted to common stock on a one-for-one basis immediately before the closing of the company’s initial public offering on February 9, 2026. This simplified the capital structure by turning preferred holdings into common shares at IPO.