SCHEDULE: Butterfly Network Founder Sells 2.46M Class A Shares

Jonathan M. Rothberg, founder of Butterfly Network, Inc., sold over 2.46 million Class A common shares in November 2025 for estate planning purposes.

Summary

• Jonathan M. Rothberg, Ph.D., the founder of Butterfly Network, Inc., and related entities filed an Amendment No. 7 to Schedule 13D.
• The amendment reports the sale of 2,460,948 shares of Class A common stock during November 2025.
• These transactions were executed in connection with estate planning and pursuant to a Rule 10b5-1 trading plan established on March 5, 2025.
• Sales occurred on November 3, 2025 (100,502 shares at $3.078), November 24, 2025 (1,110,579 shares at $3.15), November 25, 2025 (674,758 shares at $3.27), November 26, 2025 (442,539 shares at $3.13), and November 28, 2025 (132,570 shares at $3.08).
• As of November 26, 2025, Dr. Rothberg beneficially owns 7,289,756 shares of Class A common stock, representing 3.2% of the class.
• This Class A ownership includes 2,799,818 direct shares, 21,645 exercisable stock options, 3,741,597 shares held by trusts for his children, and 726,696 shares held by his spouse.
• Dr. Rothberg also beneficially owns 26,426,937 shares of Class B common stock, representing 100% of that class, held through 4C Holdings LLCs and trusts for his children.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to significant insider selling by the founder. While attributed to estate planning and a 10b5-1 plan, such large sales can still be interpreted by the market as a lack of confidence or a move away from the company, potentially impacting investor sentiment negatively.

Negatives

• Significant insider selling by the founder, Jonathan M. Rothberg, totaling 2,460,948 Class A shares, could be perceived negatively by the market, even if for estate planning.

Risks

• The sale of a substantial number of shares by a key insider, such as the founder, may signal a lack of confidence in the company's future prospects, potentially leading to negative investor sentiment and downward pressure on the stock price.
• While stated as for estate planning, large insider sales can raise questions about the company's internal outlook among investors.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance.

Industry Context

This filing primarily concerns insider ownership changes and does not provide direct insights into broader industry trends or competitive landscape. However, significant insider selling in a technology or medical device company can sometimes be interpreted in the context of market sentiment towards growth stocks or specific sector challenges.

Related Party Transactions

• Sales of Class A common stock by Jonathan M. Rothberg, Ph.D., the founder and a significant beneficial owner, are considered related party transactions. These sales totaled 2,460,948 shares and were conducted for estate planning purposes under a Rule 10b5-1 trading plan.

Stakeholder Impact

• Shareholders may perceive the significant insider selling by the founder as a negative signal, potentially leading to decreased investor confidence and downward pressure on the stock price.
• Employees might observe the founder's share sales, which could subtly influence morale or perceptions of the company's long-term trajectory, though the impact is likely indirect.

Key Dates

Recommendation

While the significant insider selling by the founder is a negative signal, it was conducted under a pre-arranged 10b5-1 plan for estate planning, which mitigates some of the immediate negative implications compared to opportunistic selling. However, the sheer volume of shares sold warrants caution. Without additional financial or operational updates, a 'hold' recommendation is appropriate, advising investors to monitor future company performance and further insider activity closely before making definitive buy or sell decisions.

Keywords

Butterfly Network, Jonathan Rothberg, Insider Selling, Schedule 13D/A, Class A Common Stock, Class B Common Stock, Share Ownership, Estate Planning, 10b5-1 Plan