Form 4: Butterfly Network Director Jonathan Rothberg Receives Annual RSU Grant

Jonathan M. Rothberg, a Director and 10% Owner of Butterfly Network, Inc., was granted 80,434 restricted stock units as part of his annual non-employee director compensation.

Summary

• Jonathan M. Rothberg, a Director and 10% Owner of Butterfly Network, Inc. (BFLY), acquired 80,434 shares of Class A Common Stock in the form of restricted stock units (RSUs) on June 13, 2025.
• These RSUs were issued as the annual grant to non-employee directors under the Issuer's Amended and Restated Nonemployee Director Compensation Policy.
• Each RSU represents the right to receive one share of Class A common stock upon vesting.
• The RSUs will vest in full on the date of Butterfly Network's 2026 Annual Stockholders Meeting, contingent upon Dr. Rothberg's continued service on the Board of Directors.
• The reported transaction price for these RSUs was $0.00 at the time of grant.
• Following this transaction, Dr. Rothberg directly beneficially owns 2,880,252 shares of Class A Common Stock.
• Additionally, Dr. Rothberg indirectly beneficially owns significant shares through various LLCs and his spouse, including 6,202,545 Class A Common Stock shares via NVR TR, LLC, JNR TR, LLC, JAR TR, LLC, GBR TR, LLC, and EJR TR, LLC (1,240,509 shares each), and 726,696 Class A Common Stock shares via Bonnie E Gould Rothberg MD.
• He also indirectly beneficially owns 26,426,937 Class B Common Stock shares through 4C Holdings I, LLC (9,716,596 shares), 4C Holdings II, LLC (2,621,701 shares), 4C Holdings III, LLC (2,621,701 shares), 4C Holdings IV, LLC (2,621,701 shares), and 4C Holdings V, LLC (8,845,238 shares).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates continued commitment from a key director and is a routine compensation event, aligning director interests with shareholders. It does not contain any negative news.

Positives

• The grant of restricted stock units aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The RSU grant is part of a standard, pre-defined compensation policy for non-employee directors, indicating structured corporate governance.

Future Outlook

The granted restricted stock units are set to vest in full on the date of the Issuer's 2026 Annual Stockholders Meeting, provided the reporting person continues his service on the Board of Directors until that date.

Industry Context

This Form 4 filing represents a routine insider transaction related to director compensation, which is a common practice across publicly traded companies to incentivize and retain board members. It does not directly reflect broader industry trends or competitive dynamics but rather internal corporate governance and compensation policies.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of non-employee director compensation is a standard practice in the U.S. public company landscape, aligning director incentives with shareholder value creation.
• The vesting schedule tied to continued service is typical for such equity grants, ensuring ongoing commitment to the company's governance.
• The disclosure of indirect beneficial ownership through various entities and a spouse, along with a disclaimer of beneficial ownership except for pecuniary interest, is standard practice for SEC Form 4 filings to ensure transparency regarding control and influence.

Corporate Governance

Related Party Transactions

• Jonathan M. Rothberg indirectly beneficially owns shares through various entities (NVR TR, LLC, JNR TR, LLC, JAR TR, LLC, GBR TR, LLC, EJR TR, LLC, 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC, 4C Holdings V, LLC) for which he is the Manager.
• He also indirectly beneficially owns shares through his spouse, Bonnie E Gould Rothberg MD.
• Dr. Rothberg disclaims beneficial ownership of the securities held by these persons and entities except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: The RSU grant represents a form of equity compensation that could lead to minor dilution upon vesting but also serves to align the director's interests with shareholder value creation.
• Board of Directors: The compensation policy ensures continued engagement and incentivization of non-employee directors like Dr. Rothberg.

Next Steps

• The RSUs are expected to vest on the date of Butterfly Network's 2026 Annual Stockholders Meeting, subject to Jonathan M. Rothberg's continued service on the Board of Directors.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Director Compensation, Butterfly Network, BFLY, Jonathan Rothberg, Beneficial Ownership, Equity Compensation