Form 4: Butterfly Network Director Sells Shares Under 10b5-1 Plan

Jonathan M. Rothberg, a Director and 10% Owner of Butterfly Network, Inc., sold over 600,000 shares of Class A Common Stock in December 2025 under a pre-arranged trading plan.

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 10, 2025, December 11, 2025, and December 12, 2025.
• A total of 605,565 shares of Class A Common Stock were sold directly and indirectly:
• 288,918 shares sold directly on December 10, 2025, at a weighted average price of $3.1332.
• 123,354 shares sold directly on December 11, 2025, at a weighted average price of $3.0816.
• 82,262 shares sold directly on December 12, 2025, at a weighted average price of $3.0804.
• 111,031 shares sold indirectly by JNR TR, LLC on December 12, 2025, at a weighted average price of $3.0804.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted on March 5, 2025, for estate planning purposes.
• Following these transactions, Dr. Rothberg's beneficial ownership includes 2,880,252 direct Class A Common Stock shares and 2,815,535 indirect Class A shares, along with 26,496,937 indirect Class B shares.

Sentiment

Score: 4

Explanation: The filing reports significant insider selling by a key executive and major shareholder. While conducted under a Rule 10b5-1 plan for estate planning, large insider sales can still be perceived as a negative signal by the market, potentially indicating a lack of conviction or a desire to reduce exposure.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating they were not based on recent non-public information.
• The stated purpose of the trading plan is for estate planning, which is a common and legitimate reason for insider sales.

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 desire to reduce exposure.
• The sales occurred at prices ranging from $3.07 to $3.19, which are relatively low compared to historical highs for BFLY.

Risks

• Market perception of significant insider selling could lead to downward pressure on the stock price.
• A large reduction in an insider's stake might be interpreted as a diminishing commitment to the company's future prospects.

Future Outlook

N/A. This filing does not provide forward-looking statements or guidance.

Industry Context

N/A. This filing is specific to an individual's transactions and does not provide broader industry context.

Corporate Governance

Related Party Transactions

• Sales of Class A Common Stock were made indirectly by JNR TR, LLC, an entity managed by Dr. Rothberg.
• Dr. Rothberg disclaims beneficial ownership of securities held by various LLCs (4C Holdings I-V, NVR TR, JNR TR, JAR TR, GBR TR, EJR TR) and his spouse (Bonnie E Gould Rothberg MD) except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders may view the significant insider selling as a negative signal, potentially leading to increased selling pressure or a re-evaluation of the stock.
• Employees: No direct impact mentioned, but a decline in stock price could affect equity compensation.

Key Dates

Recommendation

While the insider sales were conducted under a pre-arranged 10b5-1 plan for estate planning, the sheer volume of shares sold by a Director and 10% owner could create negative market sentiment. Investors should monitor future insider activity and company performance, but this filing alone does not warrant a 'sell' recommendation given the stated purpose of the plan. A 'hold' stance is appropriate to observe further developments.

Keywords

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