Butterfly Network Insider Sale: 1,724 Shares Sold for RSU Withholding

Rhea-AI Filing Summary

Nicholas Caezza, Deputy General Counsel of Butterfly Network, Inc. (BFLY), reported a routine sale of 1,724 shares of Class A common stock on 09/03/2025 to satisfy tax withholding arising from restricted stock unit vesting. The weighted average sales price was $1.521 per share, with transaction prices ranging from $1.515 to $1.525. After the transaction, the reporting person beneficially owned 232,721 shares. The filing notes the sales were automatic under the issuer's sell-to-cover policy and not at the reporting person’s discretion. The Form 4 was signed on 09/05/2025.

Insights

Corporate Governance Expert

TL;DR: Routine sell-to-cover sale for RSU tax withholding; no discretionary divestment indicated.

The Form 4 shows an automated sale of 1,724 shares under the issuer's sell-to-cover policy to satisfy tax withholding on vested restricted stock units. Such transactions are common for employees receiving equity compensation and typically carry limited governance implications because the filing explicitly states the sales were automatic and not discretionary. The remaining beneficial ownership of 232,721 shares maintains the reporting person's continued economic stake.

Securities Analyst

TL;DR: Small, non-material insider sale; unlikely to affect valuation or signal a change in insider sentiment.

From a market-impact perspective, the sale of 1,724 shares at a weighted average of $1.521 is immaterial relative to total outstanding shares and is characterized as a tax-withholding sale. The disclosure of the price range ($1.515–$1.525) and the post-transaction holdings provides transparency. There is no indication of a broader disposition plan or liquidity-driven selling beyond the RSU withholding.

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

OMB APPROVAL

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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^*

Caezza Nicholas

(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)
	Deputy General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		S(1)		1,724	D	$1.521(2)	232,721	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. 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.

2. Represents the weighted average sales price per share. The shares sold at prices ranging from $1.515 to $1.525 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	09/05/2025
	** 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 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).
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 4 for BFLY and what is their role?

Nicholas Caezza, Deputy General Counsel of Butterfly Network, Inc., filed the Form 4.

What transaction was reported on the BFLY Form 4 dated 09/03/2025?

A sale of 1,724 shares of Class A common stock reported as a sell-to-cover to satisfy tax withholding from vested restricted stock units.

At what price were the shares sold in the BFLY Form 4?

The weighted average sales price was $1.521 per share, with individual sale prices ranging from $1.515 to $1.525.

How many BFLY shares did the reporting person own after the transaction?

The reporting person beneficially owned 232,721 shares following the reported transaction.

Was the sale discretionary or automatic according to the filing?

The filing states the sales were automatic under the issuer's sell-to-cover policy and not at the reporting person’s discretion.