Butterfly Network (BFLY) CAO reports RSU grant and tax-driven share sale

Rhea-AI Filing Summary

Butterfly Network, Inc. CAO and SVP, Finance Megan Carlson reported one stock grant and one stock sale involving Class A Common Stock. On March 2, 2026, she acquired 97,883 restricted stock units, each representing one share, which vest in three equal annual installments beginning on March 1, 2027, subject to her continued service. On March 3, 2026, she sold 41,978 shares in an open-market transaction at a weighted average price of $3.712 per share, with sale prices ranging from $3.575 to $3.80. The company states these sales were automatic under a “sell-to-cover” policy to satisfy tax withholding on RSU vesting, and not at her discretion. After these transactions, she directly held 617,631 shares, which includes 14,282 shares previously acquired under the employee stock purchase plan.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CAO and SVP, Finance

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/02/2026		A		97,883(1)	A	$0	659,609(2)	D
Class A Common Stock	03/03/2026		S(3)		41,978	D	$3.712(4)	617,631	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Class A Common Stock upon vesting. The RSUs vest in three equal annual installments beginning on March 1, 2027, subject to the Reporting Person's continued service on each such vesting date.

2. Includes 14,282 shares acquired under the Issuer's employee stock purchase plan on December 31, 2025.

3. The Issuer has adopted a "sell-to-cover" policy to satisfy the tax withholding obligations of the Reporting Person. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. Such sales were automatic and not at the discretion of the Reporting Person.

4. Represents the weighted average sales price per share. The shares sold at prices ranging from $3.575-$3.80 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

	/s/ Nick Caezza, Attorney-in-Fact	03/04/2026
	** 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 4 (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).
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FAQ

What insider transactions did Butterfly Network (BFLY) CAO Megan Carlson report?

Megan Carlson reported one stock grant and one stock sale. She received 97,883 restricted stock units and sold 41,978 shares of Class A Common Stock in an automatic tax-related transaction under the company’s sell-to-cover policy.

How many Butterfly Network (BFLY) shares did Megan Carlson sell and at what price?

She sold 41,978 shares of Class A Common Stock. The weighted average sale price was $3.712 per share, with individual sales occurring in a price range from $3.575 to $3.80, according to the reported weighted-average pricing disclosure.

What equity award did Butterfly Network (BFLY) grant to Megan Carlson?

She was granted 97,883 restricted stock units of Class A Common Stock. Each RSU represents one share and will vest in three equal annual installments beginning on March 1, 2027, provided she continues her service through each vesting date.

Why were Megan Carlson’s Butterfly Network (BFLY) shares sold on March 3, 2026?

The company states the shares were sold to cover tax withholding obligations from restricted stock unit vesting. Under Butterfly Network’s sell-to-cover policy, these sales occurred automatically and were not executed at Megan Carlson’s personal discretion.

How many Butterfly Network (BFLY) shares does Megan Carlson hold after these transactions?

Following the reported transactions, she directly holds 617,631 shares of Class A Common Stock. This figure includes 14,282 shares that were previously acquired under Butterfly Network’s employee stock purchase plan on December 31, 2025.

What is the vesting schedule for Megan Carlson’s Butterfly Network (BFLY) RSUs?

The 97,883 RSUs vest in three equal annual installments. Vesting begins on March 1, 2027, with additional installments on the following two anniversaries, contingent on Megan Carlson’s continued service with Butterfly Network on each vesting date.