SCHEDULE: Butterfly Network Founder Sells $8M in Class A Stock

Jonathan M. Rothberg, founder of Butterfly Network, Inc., and related entities sold over 2.5 million shares of Class A common stock for approximately $8 million in December 2025 as part of an estate planning 10b5-1 plan.

Summary

• Jonathan M. Rothberg, Ph.D., founder of Butterfly Network, Inc., and associated entities filed an Amendment No. 8 to their Schedule 13D.
• The filing details the sale of 2,539,052 shares of Class A common stock between December 4, 2025, and December 16, 2025.
• These sales were executed under a Rule 10b5-1 trading plan, established on March 5, 2025, for estate planning purposes.
• The total value of the Class A common stock sold is approximately $8,026,000, based on weighted average prices ranging from $3.0744 to $3.2727 per share.
• Following these transactions, Dr. Rothberg beneficially owns 4,750,704 shares of Class A common stock, representing 2.1% of the outstanding Class A shares.
• Dr. Rothberg also beneficially owns 26,426,937 shares of Class B common stock, representing 100% of the outstanding Class B shares, primarily through 4C Holdings I-V, LLCs and trusts for his children.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling by the founder. While the sales are attributed to estate planning and a 10b5-1 plan, which mitigates some of the negative implications, large insider sales can still be perceived as a bearish signal by investors.

Negatives

• Significant insider selling by the company's founder, even if pre-planned, can be perceived negatively by the market and may signal a lack of confidence or a desire to diversify holdings.

Risks

• The market's interpretation of substantial insider selling could lead to downward pressure on the company's stock price.

Future Outlook

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

Industry Context

This filing primarily concerns insider ownership changes and does not provide specific details on broader industry trends or competitive landscape.

Related Party Transactions

• Jonathan M. Rothberg, Ph.D., the founder, and entities associated with him (4C Holdings I-V, LLCs, and trusts for his children) are considered related parties. The reported sales of Class A common stock by these parties constitute related party transactions.

Stakeholder Impact

• Shareholders may view the significant insider selling by the founder as a negative indicator, potentially leading to decreased investor confidence and downward pressure on the stock price.
• Employees, customers, suppliers, and creditors are unlikely to be directly impacted by this ownership change, though a decline in stock price could indirectly affect employee stock options or overall company morale.

Key Dates

Recommendation

The significant sale of Class A common stock by founder Jonathan M. Rothberg and related entities, totaling approximately $8 million, could be viewed negatively by the market. However, the sales were conducted under a pre-arranged Rule 10b5-1 trading plan for estate planning purposes, which mitigates the immediate negative signal compared to unplanned sales. Investors should monitor future insider activity and company performance, but this specific filing does not provide a strong basis for a 'buy' or 'sell' recommendation beyond a cautious 'hold' given the context.

Keywords

Butterfly Network, Jonathan Rothberg, Insider Selling, Schedule 13D/A, Class A Common Stock, Class B Common Stock, Stock Sales, Estate Planning, 10b5-1 Plan, Medical Devices, Ultrasound