Form 4: Butterfly Network Director Receives Significant Equity Grant as Annual Compensation

Dawn Carfora, a Director at Butterfly Network, Inc., was granted 80,434 restricted stock units as part of her annual compensation, increasing her beneficial ownership to 377,514 shares.

Summary

• Dawn Carfora, a Director at 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 an annual grant to non-employee directors, in accordance with the Issuer's Amended and Restated Nonemployee Director Compensation Policy, for services to be rendered to the Board of Directors.
• Each RSU represents the right to receive one share of Class A common stock upon vesting.
• The RSUs are scheduled to vest in full on the date of Butterfly Network's 2026 Annual Stockholders Meeting, contingent upon Ms. Carfora's continued service on the Board.
• Following this transaction, Dawn Carfora's total beneficial ownership of Class A Common Stock stands at 377,514 shares.

Sentiment

Score: 7

Explanation: The sentiment is positive as it reflects a standard, pre-planned equity grant to a director, aligning their interests with shareholders and demonstrating continued commitment to the company's governance. It's a routine compensation event rather than a significant new development.

Positives

• The grant of 80,434 Restricted Stock Units (RSUs) to Director Dawn Carfora aligns her financial interests with those of shareholders, as the value of her compensation is directly tied to the company's stock performance.
• The vesting schedule, which requires continued service until the 2026 Annual Stockholders Meeting, indicates a commitment from the director to the company's long-term strategic objectives and stability.

Risks

• The vesting of the 80,434 Restricted Stock Units is contingent upon Dawn Carfora's continued service on the Board of Directors until the 2026 Annual Stockholders Meeting, meaning the shares are not guaranteed if her service ceases before this date.

Future Outlook

The vesting of the granted Restricted Stock Units is contingent upon Dawn Carfora's continued service on the Board of Directors until the Issuer's 2026 Annual Stockholders Meeting, indicating a future commitment period for her role.

Industry Context

The grant of Restricted Stock Units to a non-employee director is a common and widely accepted practice in the technology and healthcare sectors for executive and board compensation. This method aims to align the incentives of leadership with the long-term value creation for shareholders, reflecting standard corporate governance practices across publicly traded companies.

Comparison to Industry Standards

• The practice of granting restricted stock units (RSUs) as part of non-employee director compensation is a widely adopted standard across publicly traded companies, particularly in high-growth sectors like medical technology.
• While specific RSU amounts vary based on company size, market capitalization, and compensation policies, this type of equity-based compensation is consistent with industry benchmarks for attracting and retaining qualified board members.
• For example, companies like Intuitive Surgical (ISRG) or Medtronic (MDT) also utilize equity grants to compensate their non-employee directors, though the specific values would differ based on their respective compensation philosophies and stock prices.

Corporate Governance

Related Party Transactions

• The acquisition of 80,434 Restricted Stock Units by Director Dawn Carfora constitutes a related party transaction, as it involves compensation provided by the company to a member of its Board of Directors, as per the company's compensation policy.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with those of shareholders, potentially fostering decisions that enhance long-term stock value and demonstrating commitment from board leadership.
• Employees: While not directly impacting employees, the compensation structure for directors can reflect the company's overall approach to incentivizing key personnel and maintaining a stable leadership team.

Next Steps

• The 80,434 Restricted Stock Units are scheduled to vest in full on the date of Butterfly Network, Inc.'s 2026 Annual Stockholders Meeting, provided Dawn Carfora continues her service on the Board of Directors.

Key Dates

Recommendation

Keywords

Butterfly Network, BFLY, SEC Form 4, Insider Transaction, Restricted Stock Units, Director Compensation, Equity Grant, Corporate Governance