Form 4: Butterfly Network Director Sells $2.8M Class A Stock

Jonathan M. Rothberg, a Director and 10% owner of Butterfly Network, Inc., sold approximately $2.8 million worth of Class A Common Stock in planned transactions.

Summary

• Jonathan M. Rothberg, a Director and 10% owner of Butterfly Network, Inc. (BFLY), reported sales of Class A Common Stock.
• The transactions occurred on December 15 and December 16, 2025.
• A total of 886,294 shares of Class A Common Stock were sold across direct and indirect holdings.
• The sales were executed under a Rule 10b5-1 trading plan adopted on March 5, 2025, for estate planning purposes.
• The weighted average sale prices ranged from $3.1364 to $3.1642 per share, totaling approximately $2,796,200.50 in proceeds.
• Following these transactions, Dr. Rothberg directly holds 2,880,252 shares of Class A Common Stock.
• Dr. Rothberg indirectly holds 726,696 Class A shares through Bonnie E Gould Rothberg MD and 1,202,545 Class A shares through JAR TR, LLC.
• Dr. Rothberg also indirectly holds 26,426,937 shares of Class B Common Stock through various LLCs and trusts.

Sentiment

Score: 4

Explanation: The sale of a substantial number of shares by a director and 10% owner is typically viewed negatively by the market. However, the pre-arranged Rule 10b5-1 plan for estate planning purposes provides a neutral context, suggesting the sale is not necessarily a reaction to immediate company performance or outlook.

Positives

• The transactions were pre-planned under a Rule 10b5-1 trading plan, indicating a structured approach to divestment rather than an immediate reaction to market conditions, which can be viewed positively for transparency.

Negatives

• Significant insider selling by a Director and 10% owner could be perceived negatively by the market, potentially signaling a lack of confidence or a belief that the stock is fully valued.
• The sales represent a substantial divestment of Class A Common Stock, totaling 886,294 shares.

Future Outlook

NA

Management Comments

• The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2025 for estate planning purposes.
• Dr. Rothberg disclaims beneficial ownership of the securities held by these persons and entities except to the extent of his pecuniary interest therein.

Industry Context

NA

Related Party Transactions

• Sales were made by Jonathan M. Rothberg directly and indirectly through NVR TR, LLC and JAR TR, LLC, entities for which Dr. Rothberg is the Manager.
• Dr. Rothberg's spouse, Bonnie E Gould Rothberg MD, also holds Class A Common Stock indirectly.
• Dr. Rothberg is the Manager of several 4C Holdings LLCs and other trusts (JNR TR, LLC, GBR TR, LLC, EJR TR, LLC) which hold Class B Common Stock.

Stakeholder Impact

• Shareholders may interpret the insider selling as a negative signal, potentially leading to downward pressure on the stock price.

Key Dates

Recommendation

The substantial sale of Class A Common Stock by a Director and 10% owner, even under a pre-arranged 10b5-1 plan for estate planning, typically signals that the insider views the current stock price as an opportune time to reduce their holdings. This can be interpreted by the market as a lack of strong conviction in significant near-term upside or a belief that the stock is adequately valued. For investors, this insider selling, particularly from a key figure, warrants caution and could suggest a 'sell' or 'hold' stance, leaning towards 'sell' given the volume and the insider's position.

Keywords

Butterfly Network, BFLY, Insider Selling, Form 4, Jonathan M. Rothberg, Stock Sale, Director, 10b5-1 Plan, Medical Devices, Healthcare Technology