Form 4: Butterfly Network Director Sells $3M in Class A Stock

Jonathan M. Rothberg, a Director and 10% Owner of Butterfly Network, Inc., reported sales of Class A Common Stock totaling approximately $3 million through pre-arranged trading plans.

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 8, 2025, and December 9, 2025.
• A total of 945,397 shares of Class A Common Stock were sold across multiple transactions.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted on March 5, 2025, for estate planning purposes.
• On December 8, 2025, 543,601 shares were sold by GBR TR, LLC at a weighted average price of $3.2727 per share, with prices ranging from $3.23 to $3.3845.
• Also on December 8, 2025, an additional 225,726 shares were sold by JNR TR, LLC at a weighted average price of $3.2727 per share.
• On December 9, 2025, 176,070 shares were sold by JNR TR, LLC at a weighted average price of $3.1054 per share, with prices ranging from $3.07 to $3.16.
• The estimated total proceeds from these sales amount to approximately $3,065,790.97.
• Following these transactions, GBR TR, LLC holds 0 shares, and JNR TR, LLC holds 111,031 shares of Class A Common Stock.

Sentiment

Score: 3

Explanation: The sale of a significant number of shares by a director and 10% owner, even under a pre-arranged 10b5-1 plan for estate planning, can be interpreted by the market as a lack of strong conviction in the company's near-term growth prospects or that the stock is fully valued. While the reason is benign, the action itself is generally viewed with caution by investors.

Negatives

• Significant insider selling by a Director and 10% Owner, Jonathan M. Rothberg, totaling approximately $3.07 million.
• Insider selling, even for estate planning purposes, can be perceived negatively by the market as it might signal a lack of confidence or a belief that the stock is fully valued or overvalued.

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 GBR TR, LLC and JNR TR, LLC, entities for which Dr. Rothberg is the Manager.
• Dr. Rothberg disclaims beneficial ownership of the securities held by these entities except to the extent of his pecuniary interest therein.

Stakeholder Impact

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

Key Dates

Recommendation

While the insider selling by Jonathan M. Rothberg is substantial, it was conducted under a pre-arranged 10b5-1 plan for estate planning purposes, which mitigates the immediate negative signal compared to an unannounced, opportunistic sale. However, the sheer volume and the fact that a significant owner is reducing their stake warrant caution. Investors should 'hold' and monitor future insider activity, company performance, and broader market sentiment for Butterfly Network, Inc. before making further investment decisions. This transaction alone does not provide enough information to warrant a 'buy' or 'sell' recommendation, but it does introduce a degree of uncertainty.

Keywords

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