Venture firm NEA takes 22.2% stake in SpyGlass Pharma (SGP) after IPO

Rhea-AI Filing Summary

SpyGlass Pharma’s major venture backer New Enterprise Associates (NEA) has disclosed a large stake following the company’s IPO. NEA 16 and NEA 17 together hold 7,392,301 shares of common stock of SpyGlass Pharma, representing 22.2% of the 33,317,414 shares outstanding as of February 9, 2026.

NEA 17 bought 937,500 shares in the IPO at $16 per share and both funds converted significant preferred stock holdings into common shares after a reverse split. The funds state the shares were acquired for investment purposes, have broad registration rights, and are subject to 180‑day IPO lock-up and market standoff agreements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SpyGlass Pharma, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

85220G109

(CUSIP Number)

Stephanie Brecher
New Enterprise Associates, 1954 Greenspring Drive, Suite 600
Timonium, MD, 21093
(410)842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

New Enterprise Associates 17, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

NEA Partners 17, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

NEA 17 GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

New Enterprise Associates 16, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

NEA Partners 16, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

NEA 16 GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

Forest Baskett

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

Ali Behbahani

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,522.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 1,522.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,393,823.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

Carmen Chang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

Anthony A. Florence, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

Mohamad H. Makhzoumi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

Edward T. Mathers

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,035,038.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,035,038.00

11

Aggregate amount beneficially owned by each reporting person

6,035,038.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

Scott D. Sandell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

Paul Walker

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,392,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,392,301.00

11

Aggregate amount beneficially owned by each reporting person

7,392,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 85220G109

1

Name of reporting person

Rick Yang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,035,038.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,035,038.00

11

Aggregate amount beneficially owned by each reporting person

6,035,038.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.00001 par value per share
(b)	Name of Issuer: SpyGlass Pharma, Inc.
(c)	Address of Issuer's Principal Executive Offices: 27061 Aliso Creek Road, Suite 100, Aliso Viejo, CALIFORNIA , 92656.
Item 1 Comment: This Schedule 13D relates to the common stock, $0.00001 par value per share ("Common Stock"), of SpyGlass Pharma, Inc. (the "Issuer").
Item 2.	Identity and Background
(a)	New Enterprise Associates 17, L.P. ("NEA 17") and New Enterprise Associates 16, L.P. ("NEA 16" and together with NEA 17, the "Funds"); NEA Partners 17, L.P. ("NEA Partners 17"), which is the sole general partner of NEA 17, and NEA Partners 16, L.P. ("NEA Partners 16" and together with NEA Partners 17, the "GPLPs"), which is the sole general partner of NEA 16; NEA 17 GP, LLC ("NEA 17 LLC"), which is the sole general partner of NEA Partners 17, and NEA 16 GP, LLC ("NEA 16 LLC" and together with NEA 17 LLC, the "GP LLCs"), which is the sole general partner of NEA Partners 16; and Forest Baskett ("Baskett"), Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Edward T. Mathers ("Mathers"), Scott D. Sandell ("Sandell"), Paul Walker ("Walker") and Rick Yang ("Yang") (together, the "Managers"). Baskett, Behbahani, Chang, Florence, Makhzoumi, Sandell and Walker (the "Plural Managers") are managers of NEA 16 LLC and NEA 17 LLC. Mathers and Yang are managers of NEA 17 LLC. The persons named in this Item 2 are referred to individually herein as "Reporting Person" and collectively as the "Reporting Persons" and the GPLPs and GP LLCs are referred to herein as the "Control Entities."
(b)	The address of the principal business office of each Fund, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Behbahani, Chang, Makhzoumi, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence and Mathers is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
(c)	The principal business of each Fund is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 17 is to act as the sole general partner of NEA 17. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 17 LLC is to act as the sole general partner of NEA Partners 17. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal business of each of the Managers is to manage the Control Entities, NEA16, NEA 17 and a number of affiliated partnerships with similar businesses, as applicable.
(d)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Each GP LLC is a limited liability company organized under the laws of the State of Delaware. Each Fund and each GPLP is a limited partnership organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	On January 30, 2026, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the "SEC") by the Issuer (File No. 333-292779) in connection with its public offering of 10,781,250 shares of Common Stock of the Issuer (the "IPO") was declared effective. The closing of the IPO took place on February 9, 2026 (the "Closing"), and in connection with the Closing NEA 17 purchased an aggregate of 937,500 shares of the Issuer's Common Stock at the IPO price of $16.00 per share. Prior to the Closing, NEA 16 purchased from the Issuer in a series of private transactions, 5,474,866 shares of Series A Preferred Stock for an aggregate purchase price of $6,022,352.60; and 2,306,200 shares of Series B Preferred Stock for an aggregate purchase price of $2,974,998.00. Prior to the Closing, NEA 17 purchased from the Issuer in a series of private transactions, 9,282,944 shares of Series B Preferred Stock for an aggregate purchase price of $11,974,997.76; 7,855,039 shares of Series C-1 Preferred Stock for an aggregate purchase price of $11,111,109.77; 7,855,039 shares of Series C-2 Preferred Stock for an aggregate purchase price of $13,888,887.21; and 4,230,667 shares of Series D Preferred Stock for an aggregate purchase price of $9,839,431.47. On January 28, 2026, the Issuer effected a one-to-5.7329 reverse stock split. As a result, NEA 16 held 954,990 shares of Series A Preferred Stock ("NEA 16 Series A Stock) and 402,273 shares of Series B Preferred Stock ("NEA 16 Series B Stock"), and NEA 17 held 1,619,240 shares of Series B Preferred Stock ("NEA 17 Series B Stock"), 1,370,168 shares of Series C-1 Preferred Stock ("NEA 17 Series C-1 Stock"), 1,370,168 shares of Series C-2 Preferred Stock ("NEA 17 Series C-2 Stock") and 737,962 shares of Series D Preferred Stock ("NEA 17 Series D Stock"). Immediately prior to the Closing, the shares of NEA 16 Series A Stock and NEA 16 Series B Stock automatically converted on a one-for-one basis into 1,357,263 shares of Common Stock of the Issuer, and the shares of NEA 17 Series B Stock, NEA 17 Series C-1 Stock, NEA 17 Series C-2 Stock and NEA 17 Series D Stock automatically converted on a one-for-one basis into 5,097,538 shares of Common Stock of the Issuer. NEA 16 now holds 1,357,263 shares of Common Stock (the "NEA 16 Shares") and NEA 17 now holds 6,035,038 shares of Common Stock (the "NEA 17 Shares"). The NEA 16 Shares and the NEA 17 Shares are referred to herein as the "Firm Shares." The working capital of NEA 16 was the source of the funds for the purchase of the NEA 16 Shares. No part of the purchase price of the NEA 16 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 16 Shares. The working capital of NEA 17 was the source of the funds for the purchase of the NEA 17 Shares. No part of the purchase price of the NEA 17 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 17 Shares.
Item 4.	Purpose of Transaction
	The Funds acquired the Firm Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, the Funds and the other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	NEA 16 is the record owner of the NEA 16 Shares. As the general partner of NEA 16, NEA Partners 16 may be deemed to own beneficially the NEA 16 Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to beneficially own the NEA 16 Shares. NEA 17 is the record owner of the NEA 17 Shares. As the general partner of NEA 17, NEA Partners 17 may be deemed to own beneficially the NEA 17 Shares. As the sole general partner of NEA Partners 17, NEA 17 LLC may be deemed to beneficially own the NEA 17 Shares. By virtue of their relationship as affiliated entities, whose Control Entities have overlapping individual controlling persons, each of the Funds may be deemed to share the power to direct the disposition and vote of the Firm Shares. As general partners of the Funds, each of the GPLPs may also be deemed to beneficially own the Firm Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to beneficially own the Firm Shares. As the sole general partner of NEA Partners 17, NEA 17 LLC may be deemed to beneficially own the Firm Shares. As individual managers of NEA 16 LLC and NEA 17 LLC, each of the Plural Managers may be deemed to own beneficially all of the Firm Shares. As individual managers of NEA 17 LLC, Mathers and Yang may be deemed to own beneficially the NEA 17 Shares. Each Reporting Person disclaims beneficial ownership of the Firm Shares other than those shares which such person owns of record. As of February 13, 2026, Behbahani is the record owner of options to purchase 1,522 shares of Common Stock (the "Behbahani Option Shares"), exercisable within 60 days. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Peron's cover sheet. Such percentage was calculated based on 33,317,414 shares of Common Stock reported by the Issuer to be outstanding as of February 9, 2026 (including the underwriters' exercise of their option to purchase additional shares in full) on the Issuer's Prospectus filed under Rule 424(b)(4) filed with the Securities and Exchange Commission on February 6, 2026. The percentage set forth on the cover sheet for Behbahani is calculated based on the shares described in the preceding sentence plus the Behbahani Option Shares.
(b)	Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
(c)	Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in shares of Common Stock during the last 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On May 30, 2025, each Fund and certain other stockholders of the Issuer entered into an Amended and Restated Investors' Rights Agreement (the "Investors' Rights Agreement") with the Issuer. Upon the Closing, the Investors' Rights Agreement entitles the parties thereto, including the Funds, to certain demand registration rights. Subject to certain conditions and limitations, at any time beginning 180 days after the effective date of the registration statement of the IPO, the holders of at least a majority of the shares having registration rights then outstanding can request that the Issuer file a registration statement on Form S-1 to register the offer and sale of their shares so long as the request covers securities the anticipated aggregate public offering price of which is at least $10 million. Further, upon the Closing, the Investors' Rights Agreement entitles the parties thereto, including the Funds, to certain Form S-3 registration rights. Subject to certain conditions and limitations, at any time when the Issuer is eligible to file a registration statement on Form S-3, the holders of at least 25% of the shares having these registration rights then outstanding can request that the Issuer register the offer and sale of their shares of Common Stock on a registration statement on Form S-3 so long as the request covers securities the anticipated aggregate public offering price of which, net of certain selling expenses, is at least $1 million. In addition, upon the Closing, the Investors' Rights Agreement entitles the parties thereto, including the Funds, to certain "piggyback" registration rights. If the Issuer proposes to register the offer and sale of its Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), all holders of such shares then outstanding can request that the Issuer include their shares in such registration, subject to certain marketing and other limitations, including the right of the underwriters to limit the number of shares included in any such registration statement under certain circumstances. As a result, whenever the Issuer proposes to file a registration statement under the Securities Act, other than with respect to (1) a registration relating to any employee benefit, incentive or similar plan, (2) a registration relating to a transaction covered by Rule 145 promulgated under the Securities Act, (3) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities or (4) a registration in which the only stock being registered is Common stock issuable upon conversion of debt securities also being registered, the holders of such shares are entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration. The Issuer will pay the registration expenses (other than underwriting discounts, selling commissions and stock transfer taxes) of the holders of the shares to be offered and sold pursuant to the registrations described above, including the reasonable fees and disbursements of one counsel chosen by the holders of the shares included in such registrations. In addition, each Fund entered into a lock-up agreement in connection with the IPO whereby each Fund has agreed, subject to certain exceptions, that without the prior written consent of Jefferies LLC and Leerink Partners LLC, that for a period of 180 days after February 5, 2026, it will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Common Stock. In addition, each Fund entered into a market standoff agreement with the Issuer whereby each Fund has agreed, subject to certain exceptions, that for a period of up to 180 days after February 5, 2026, it will not, without the prior written consent of the managing underwriter, lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or hedge, any shares or any securities convertible into or exchangeable for shares of Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

New Enterprise Associates 17, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr., Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

NEA Partners 17, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr., Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

NEA 17 GP, LLC

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr., Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

New Enterprise Associates 16, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr., Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

NEA Partners 16, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr., Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

NEA 16 GP, LLC

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr., Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	02/13/2026

Forest Baskett

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Forest Baskett
Date:	02/13/2026

Ali Behbahani

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Ali Behbahani
Date:	02/13/2026

Carmen Chang

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Carmen Chang
Date:	02/13/2026

Anthony A. Florence, Jr.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr.
Date:	02/13/2026

Mohamad H. Makhzoumi

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi
Date:	02/13/2026

Edward T. Mathers

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Edward T. Mathers
Date:	02/13/2026

Scott D. Sandell

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Scott D. Sandell
Date:	02/13/2026

Paul Walker

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Paul Walker
Date:	02/13/2026

Rick Yang

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Rick Yang
Date:	02/13/2026

Comments accompanying signature:

This Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

FAQ

How large is New Enterprise Associates’ stake in SpyGlass Pharma (SGP)?

New Enterprise Associates reports beneficial ownership of 7,392,301 SpyGlass Pharma common shares, or 22.2% of the company. This percentage is based on 33,317,414 shares outstanding as of February 9, 2026, including the IPO underwriters’ full exercise of their option.

How did NEA acquire its SpyGlass Pharma (SGP) shares?

NEA acquired SpyGlass Pharma shares through IPO purchases and prior private preferred stock investments. NEA 17 bought 937,500 IPO shares at $16 each, while earlier Series A, B, C-1, C-2 and D preferred holdings converted one-for-one into common stock immediately before the IPO closing.

What lock-up restrictions apply to NEA’s SpyGlass Pharma (SGP) shares?

Each NEA fund agreed to a 180-day lock-up starting February 5, 2026. During this period, they generally cannot sell, pledge, hedge or otherwise transfer SpyGlass common stock or related convertible securities without written consent from the IPO underwriters or the managing underwriter, subject to limited exceptions.

What registration rights does NEA have for its SpyGlass Pharma (SGP) shares?

Under a May 30, 2025 Investors’ Rights Agreement, NEA and other holders have demand, Form S-3 and piggyback registration rights. They can request S-1 offerings of at least $10 million, S-3 offerings of at least $1 million, and inclusion when SpyGlass files other eligible registration statements.

Who among NEA’s managers directly holds SpyGlass Pharma (SGP) equity?

As of February 13, 2026, Ali Behbahani directly holds options to purchase 1,522 SpyGlass common shares exercisable within 60 days. Other listed NEA managers are deemed beneficial owners through control entities, but each reporting person disclaims beneficial ownership except for shares held of record.

What is the purpose of NEA’s investment in SpyGlass Pharma (SGP)?

NEA states it acquired SpyGlass Pharma shares for investment purposes. The funds and related reporting persons may buy more or sell shares depending on market conditions and their evaluation of the business, but report no current plans for mergers, control changes or other major corporate actions.