Form 4: Butterfly Network Director Sells $9M in Stock

Jonathan M. Rothberg, a Director and 10% Owner of Butterfly Network, Inc., reported the sale of approximately 2.82 million Class A Common Stock shares for estate planning purposes.

Summary

• Jonathan M. Rothberg, a Director and 10% Owner of Butterfly Network, Inc. (BFLY), reported multiple sales of Class A Common Stock.
• The transactions occurred on November 24, 25, and 26, 2025.
• A total of approximately 2,822,988 shares of Class A Common Stock were sold.
• Sales were executed at weighted average prices ranging from $3.07 to $3.37 per share, with specific weighted averages reported as $3.15, $3.27, and $3.13 for different transaction blocks.
• The sales were conducted under a Rule 10b5-1 trading plan adopted on March 5, 2025, for estate planning purposes.
• Following these transactions, Dr. Rothberg retains significant direct and indirect beneficial ownership in both Class A and Class B Common Stock.
• Class B common stock previously held by 4C Holdings I, LLC was distributed to NVR TR, LLC, JNR TR, LLC, GBR TR, LLC, and EJR TR, LLC for estate planning.

Sentiment

Score: 4

Explanation: While the sales are for estate planning and under a 10b5-1 plan, the sheer volume of shares sold by a key insider (Director and 10% owner) at current price levels could be interpreted negatively by investors, suggesting a lack of conviction in significant near-term price appreciation.

Positives

• The sales were pre-planned under a Rule 10b5-1 trading plan, indicating a structured approach rather than an immediate reaction to market conditions.
• The stated reason for the sales is estate planning, which is a common and often non-discretionary reason for large insider transactions.

Negatives

• A significant volume of insider selling (approximately 2.82 million shares) by a Director and 10% owner could be perceived negatively by the market.
• The sales occurred at prices between $3.07 and $3.37, which might suggest the insider believes these are favorable prices for selling.

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

This insider transaction report is specific to Butterfly Network, Inc. and does not provide broader industry context or trends.

Related Party Transactions

• Sales of Class A Common Stock were made indirectly through EJR TR, LLC, JNR TR, LLC, GBR TR, LLC, and NVR TR, LLC, all managed by Dr. Rothberg.
• Dr. Rothberg disclaims beneficial ownership of securities held by these entities and his spouse, Bonnie E Gould Rothberg MD, except to the extent of his pecuniary interest.
• Class B common stock was distributed from 4C Holdings I, LLC to NVR TR, LLC, JNR TR, LLC, GBR TR, LLC, and EJR TR, LLC for estate planning purposes. Dr. Rothberg is the Manager of all these 4C Holdings LLCs and TR LLCs.

Stakeholder Impact

• Shareholders: May interpret the significant insider selling as a negative signal, potentially leading to downward pressure on the stock price.
• Employees: No direct impact mentioned, but general market sentiment can affect employee morale and stock-based compensation value.

Key Dates

Recommendation

The significant insider selling by a Director and 10% owner, even under a pre-planned 10b5-1 program for estate planning, typically signals a lack of strong conviction in substantial near-term upside. While not an outright 'sell' given the estate planning context, it warrants a 'hold' recommendation as investors should monitor future insider activity and company performance closely. The volume of sales could create downward pressure on the stock.

Keywords

Butterfly Network, BFLY, Jonathan Rothberg, Insider Selling, Form 4, SEC Filing, Stock Sale, 10b5-1 Plan, Estate Planning, Director Transaction, 10% Owner