New Enterprise Associates 17, L.P. 4

What Happened
New Enterprise Associates 17, L.P. (NEA 17), a reported 10% owner of SpyGlass Pharma, converted multiple preferred/derivative securities into common stock and purchased additional common shares in connection with SpyGlass’s IPO. On February 9, 2026 NEA 17 had four automatic conversions totaling 5,097,538 shares (one‑for‑one conversion of preferred to common per footnote) and also acquired 937,500 common shares at $16.00 per share in an open market/private purchase for a total of $15,000,000. The conversion entries appear as derivative conversions (ceased derivative interests) rather than sales.

Key Details

• Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (within the two‑business‑day Form 4 filing window).
• Purchase: 937,500 shares at $16.00 each = $15,000,000.
• Conversions: four derivative conversions totaling 5,097,538 shares (1,619,240; 1,370,168; 1,370,168; 737,962) converted one‑for‑one to common stock prior to IPO closing (footnote F1).
• Shares owned after transaction: not specified in the provided filing details.
• Ownership/filing structure: securities directly held by NEA 17 and indirectly held by NEA Partners 17 and related managers; indirect reporting persons disclaim beneficial ownership to the extent they lack pecuniary interest (footnote F2).
• No indication in the filing of a 10b5-1 plan, gift, tax withholding, or a late filing flag.

Context
The derivative transactions are automatic conversions of preferred stock into common stock tied to the company’s IPO (not option exercises or open‑market sales). NEA 17 is an institutional investor (venture capital fund and 10% owner), so this reflects fund-level repositioning tied to the IPO mechanics and a sizable purchase allocation rather than an individual insider trading signal. Purchases by large institutional holders can be more informative than routine director sales, but the filing itself is factual and does not state the investor’s intent.