Makhzoumi Mohamad 4
4 · SpyGlass Pharma, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
SpyGlass Pharma (SGP) 10% Owner Makhzoumi Buys $15M Stock
What Happened
- Makhzoumi Mohamad, reported as a 10% owner (through manager roles in NEA-related entities), made a significant purchase and several automatic conversions on Feb 9, 2026. He acquired 937,500 shares in an open market/private purchase at $16.00 per share for a total of $15,000,000. In addition, a series of convertible securities (preferred shares/derivatives) converted to common stock on a one-for-one basis prior to the issuer’s IPO, resulting in the acquisition of approximately 6,454,801 common shares through conversion and the corresponding disposition/cancellation of the derivative instruments.
Key Details
- Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (appears timely).
- Open-market/private purchase: 937,500 shares at $16.00 = $15,000,000.
- Conversions to common stock (automatic one-for-one conversion per footnote): total ≈ 6,454,801 shares (aggregate of reported conversion entries).
- Shares owned after transaction: not specified in the Form 4 filing.
- Footnotes: F1 — preferred stock automatically converted one-for-one to common prior to the IPO; F2/F3 — reporting person is a manager of NEA GP entities and disclaims beneficial ownership of portions in which he has no pecuniary interest.
- No 10b5-1 plan, tax withholding, or filing-late flags reported.
Context
- The conversions were automatic preferred-to-common conversions tied to the IPO (not option exercises requiring cash). The cash component here is the separate $15M purchase at $16/share. As a reported 10% owner acting through NEA-related entities, Makhzoumi’s filing reflects institutional/investor activity rather than routine executive payroll-related transactions.
Insider Transaction Report
Form 4
Makhzoumi Mohamad
10% Owner
Transactions
- Conversion
Common Stock
[F1][F2]2026-02-09+1,619,240→ 1,619,240 total(indirect: See Note 2) - Conversion
Common Stock
[F1][F2]2026-02-09+1,370,168→ 2,989,408 total(indirect: See Note 2) - Conversion
Common Stock
[F1][F2]2026-02-09+1,370,168→ 4,359,576 total(indirect: See Note 2) - Conversion
Common Stock
[F1][F2]2026-02-09+737,962→ 5,097,538 total(indirect: See Note 2) - Purchase
Common Stock
[F2]2026-02-09$16.00/sh+937,500$15,000,000→ 6,035,038 total(indirect: See Note 2) - Conversion
Common Stock
[F1][F3]2026-02-09+954,990→ 954,990 total(indirect: See Note 3) - Conversion
Common Stock
[F1][F3]2026-02-09+402,273→ 1,357,263 total(indirect: See Note 3) - Conversion
Series B Preferred Stock
[F1][F2]2026-02-09−1,619,240→ 0 total(indirect: See Note 2)→ Common Stock (1,619,240 underlying) - Conversion
Series C-1 Preferred Stock
[F1][F2]2026-02-09−1,370,168→ 0 total(indirect: See Note 2)→ Common Stock (1,370,168 underlying) - Conversion
Series C-2 Preferred Stock
[F1][F2]2026-02-09−1,370,168→ 0 total(indirect: See Note 2)→ Common Stock (1,370,168 underlying) - Conversion
Series D Preferred Stock
[F1][F2]2026-02-09−737,962→ 0 total(indirect: See Note 2)→ Common Stock (737,962 underlying) - Conversion
Series A Preferred Stock
[F1][F3]2026-02-09−954,990→ 0 total(indirect: See Note 3)→ Common Stock (954,990 underlying) - Conversion
Series B Preferred Stock
[F1][F3]2026-02-09−402,273→ 0 total(indirect: See Note 3)→ Common Stock (402,273 underlying)
Footnotes (3)
- [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.
- [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.
- [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.
Signature
/s/ Zachary Bambach, attorney-in-fact|2026-02-11