Butterfly Network Form 3: Megan Carlson Reveals 561,247-Share Stake

Rhea-AI Filing Summary

Butterfly Network, Inc. (BFLY) – Form 3: Newly appointed Interim CFO Megan Carlson filed her initial statement of beneficial ownership dated 08/02/2025. Ms. Carlson reports beneficial ownership of 561,247 Class A shares, composed of 63,235 directly-held shares and 498,012 restricted stock units (RSUs). The RSUs convert 1-for-1 into Class A shares upon vesting on a staggered schedule between 2024-2028, with the largest block (300,000 units) vesting 25% on 07/01/2026 and the balance in 12 equal quarterly instalments thereafter, contingent on continued service.

She also holds a fully vested, in-the-money stock option for 20,000 shares at a strike price of $12.27, expiring 07/07/2031. The filing confirms Ms. Carlson’s status as an officer of the company and is filed individually (not jointly). No amendments or other transactions are disclosed.

While the document carries no financial performance data, Ms. Carlson’s sizable equity position aligns her incentives with shareholders and signals insider commitment at the start of her tenure.

Insights

Securities Analyst

TL;DR: Interim CFO declares 561k-share stake and fully vested option; signals alignment but no direct financial impact.

The Form 3 simply discloses Megan Carlson’s initial equity position as she assumes the Interim CFO role. Her 498k RSUs vest over four years, encouraging retention, while a 20k share option adds further upside leverage. No purchases or sales occurred, so liquidity and share count remain unchanged. The disclosure is routine but useful to gauge management’s ownership alignment. Impact on valuation or near-term trading is minimal.

Corporate Governance Expert

TL;DR: Filing formalizes officer status and reveals retention-focused RSU package; governance neutral.

The staggered RSU schedule—especially the 300,000-unit tranche beginning in 2026—creates a multi-year retention hook, common for newly elevated finance executives. Full vesting of the 20k option removes performance contingencies, hinting it is a legacy grant, not a fresh award. From a governance lens, the disclosure meets Section 16 requirements; no red flags such as complex indirect ownership or group filings are present.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Carlson Megan

(Last) (First) (Middle)

C/O BUTTERFLY NETWORK, INC.

1600 DISTRICT AVENUE

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2025

3. Issuer Name and Ticker or Trading Symbol
Butterfly Network, Inc. [ BFLY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	561,247(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	07/07/2031	Class A Common Stock	20,000	$12.27	D

Explanation of Responses:

1. Consists of 63,235 shares of Class A Common Stock and 498,012 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Class A Common Stock upon vesting. The RSUs vest as follows: (i) 16,668 RSUs will vest on March 1, 2026; (ii) 57,333 RSUs will vest in two equal annual installments following March 1, 2025; (iii) 50,000 RSUs will vest in two equal annual installments following September 3, 2024; (iv) 74,011 RSUs will vest in three equal annual installments following March 3, 2025, and (v) 300,000 RSUs will vest as to 25% on July 1, 2026, with the remainder vesting in 12 equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service on each such vesting date.

2. 100% of the shares subject to the option are fully vested and exercisable.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Nick Caezza, Attorney-in-Fact	08/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 3 for Butterfly Network (BFLY)?

The filing was made by Megan Carlson, the company’s Interim Chief Financial Officer.

How many Butterfly Network shares does the Interim CFO beneficially own?

She reports 561,247 Class A shares, including 63,235 common shares and 498,012 RSUs.

What is the vesting schedule for Megan Carlson’s RSUs?

16,668 vest 03/01/2026; 57,333 vest in two annual instalments after 03/01/2025; 50,000 in two annual instalments after 09/03/2024; 74,011 in three annual instalments after 03/03/2025; 300,000 vest 25% on 07/01/2026 and the rest in 12 quarterly instalments.

Does the Interim CFO hold any stock options?

Yes, she holds a fully vested option for 20,000 shares at a $12.27 strike price, expiring 07/07/2031.

Is this filing indicative of a share purchase or sale?

No. Form 3 reports initial ownership; it does not reflect any recent purchase or sale transactions.