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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2026
Butterfly Network, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-39292 | 84-4618156 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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1600 District Avenue Burlington, MA | 01803 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 557-4800
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 per share | | BFLY | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2026, the Board of Directors (the “Board”) of Butterfly Network, Inc. (the “Company”) appointed Michael Noonen to the Board, effective on October 9, 2026 (the “Effective Date”). The Board also appointed Mr. Noonen to serve on the Compensation Committee and the Technology Committee of the Board. Mr. Noonen will serve for a term to continue until the Company’s next annual meeting of stockholders. In connection with Mr. Noonen’s appointment, the size of the Board was increased to seven directors.
The Board has affirmatively determined that Mr. Noonen is an independent director pursuant to the New York Stock Exchange listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Mr. Noonen and any other person pursuant to which Mr. Noonen was appointed as a director. There are no transactions to which the Company is a party and in which Mr. Noonen has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Noonen has not previously held any positions with the Company and has no family relationships with any directors or executive officers of the Company.
Mr. Noonen will be entitled to the standard compensation paid by the Company to all of its nonemployee directors under the Company’s Amended and Restated Nonemployee Director Compensation Policy (the “Nonemployee Director Compensation Policy”), as described under “Director Compensation” in the Company’s Definitive Proxy Statement filed on April 27, 2026 (the “Proxy Statement”), prorated as applicable to reflect the actual time Mr. Noonen will serve on the Board for the applicable quarter. Pursuant to the Nonemployee Director Compensation Policy, on the first business day after the Effective Date, the Company will grant to Mr. Noonen a number of restricted stock units (“RSUs”) having an aggregate fair market value equal to $300,000, determined by dividing (i) $300,000 by (ii) the closing price of the Company’s Class A common stock on the New York Stock Exchange on the date of the grant (rounded down to the nearest whole share). The RSUs will vest in equal annual installments over three years from the date of the grant, subject to Mr. Noonen’s continued service as a director on the applicable vesting dates.
Mr. Noonen will also enter into an indemnification agreement in the form the Company has entered into with its other nonemployee directors, as described in the Proxy Statement under “Indemnification Agreements with Officers and Directors and Directors’ and Officers’ Liability Insurance”.
A copy of the press release announcing the appointment of Mr. Noonen to the Board is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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| Exhibit No. | | Description |
| 99.1 | | Press Release dated October 5, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| BUTTERFLY NETWORK, INC. |
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| By: | /s/ John Doherty |
| Name: | John Doherty |
| Title: | Executive Vice President, Chief Financial Officer |
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| Date: October 5, 2026 | | |
Butterfly Network Appoints Mike Noonen to Board of Directors
Seasoned Semiconductor Leader Brings Three Decades of Experience Scaling Chip Companies
NEW YORK & BURLINGTON, Mass.--October 5, 2026-- Butterfly Network, Inc. (NYSE: BFLY) ("Butterfly"), a pioneer and leader in semiconductor-based ultrasound devices, programmable cloud software and AI, today announced the appointment of Mike Noonen to its Board of Directors, effective October 9, 2026. Mr. Noonen will serve on the Board's Compensation Committee and Technology Committee. With his appointment, the Board expands to seven directors.
Mr. Noonen is a seasoned semiconductor executive with 30 years of experience leading technology businesses, resulting in two IPOs and multiple acquisitions. He most recently served as CEO of Swave Photonics, a fabless semiconductor company developing holographic chips. Previously, he was CEO of MixComm, a 5G and satellite communications semiconductor company acquired by Sivers Semiconductors in 2022.
Earlier in his career, Mr. Noonen held senior global leadership roles at two of the industry's largest semiconductor companies. He served as Executive Vice President of Global Products, Design, Sales and Marketing at GlobalFoundries, and as Executive Vice President of Worldwide Sales and Marketing at NXP Semiconductors. He is also the co-founder and former Chairman of Silicon Catalyst, the world's first semiconductor-focused incubator, named EE Times Start-Up of the Year in 2015. In 2013, he was elected to the Global Semiconductor Alliance Board of Directors. Mr. Noonen holds a Bachelor of Science in Electrical Engineering from Colorado State University, which named him its College of Engineering Distinguished Alumnus of the Year in 2012.
“Butterfly is thrilled to bring in an industry veteran as we continue to grow our semiconductor business,” said Joseph DeVivo, President, Chief Executive Officer and Chairman of Butterfly. “Mike’s perspective will be a valuable addition to our Board as we continue to advance our multi-faceted platform strategy, develop our next generation of silicon and build out the Butterfly Embedded™ ecosystem."
"Butterfly took semiconductor technology into medical imaging and changed who can access ultrasound. It was an exciting proof of concept, and the platform is only at the start of its potential," said Mr. Noonen. "I'm excited to join the Board and work with Joe and the team as Butterfly advances its technology and expands into new markets."
About Butterfly Network
Butterfly Network, Inc. (NYSE: BFLY) is a pioneer and leader in semiconductor-based ultrasound devices, programmable cloud software and AI. Butterfly first proved its technology in the point-of-care ultrasound market – commercializing the world's first single-probe, whole-body portable ultrasound device, which is now on its best-selling, third-generation: Butterfly iQ3™. The Company combines its advanced hardware with cloud software and AI, an enterprise
workflow solution (Compass AI™) and other offerings to drive adoption of affordable, accessible ultrasound. Butterfly also enables third-party development of imaging AI apps through Butterfly Garden™, its software development kit and AI marketplace.
In addition to its medical imaging products, Butterfly Embedded™ is the Company's Ultrasound-on-Chip™ licensing and co-development business designed to enable a new wave of ultrasound-enabled technologies across non-competitive healthcare markets and beyond. Through Butterfly Embedded™, partners can build and scale novel ultrasound applications powered by Butterfly's proprietary semiconductor chip and software platform.
Butterfly's innovations have been recognized by Prix Galien USA, Fierce 50, TIME's Best Inventions and Fast Company's World Changing Ideas, among other achievements. To learn more, visit: www.butterflynetwork.com
Media:
Liz Learned Snyder
Director, PR and Communications
media@butterflynetinc.com
Investors:
John Doherty
Chief Financial Officer
investors@butterflynetinc.com
