Butterfly Network (BFLY) awards time- and performance-based RSUs to EVP, CFO

Rhea-AI Filing Summary

Butterfly Network, Inc. (BFLY) reported an equity award to its Executive Vice President and Chief Financial Officer in the form of restricted stock units (RSUs) on December 8, 2025. The officer received 863,247 RSUs, each convertible into one share of Class A common stock, with one-third vesting on December 8, 2026 and the rest vesting annually over the following two years, subject to continued service.

The officer also received 431,623 performance-based RSUs. These vest in three equal tranches if the stock price reaches or exceeds $3.00, $4.50, and $6.00 per share, respectively, for 20 consecutive trading days before December 8, 2030, and if the officer remains in service through each vesting date. The reported acquisition price for the RSUs is $0 as they are part of compensation.

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^*

Doherty John N.

(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)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

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	12/08/2025		A		863,247(1)	A	$0	863,247	D
Class A Common Stock	12/08/2025		A		431,623(2)	A	$0	1,294,870	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 ("Common Stock") upon vesting. One-third of the RSUs underlying this grant vest on December 8, 2026, and the remainder shall vest on a pro rata annual basis over the next two years, subject to the Reporting Person's continued service through the applicable vesting date.

2. Consists of performance-based RSUs. The RSUs underlying this grant shall vest as follows: (i) one-third shall vest upon the achievement of a price for the Common Stock equal to or exceeding $3.00 per share, (ii) one-third shall vest upon the achievement of a price for the Common Stock equal to or exceeding $4.50 per share and (iii) one-third shall vest upon the achievement of a price for the Common Stock equal to or exceeding $6.00 per share. In each case, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, provided such share price is achieved prior to December 8, 2030, subject to the Reporting Person's continued service through the applicable vesting date.

	/s/ Nick Caezza, Attorney-in-Fact	12/10/2025
	** 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).
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FAQ

What insider transaction did Butterfly Network (BFLY) report in this Form 4?

The filing reports that Butterfly Network’s Executive Vice President and Chief Financial Officer received 863,247 restricted stock units (RSUs) and 431,623 performance-based RSUs of Class A common stock as part of equity compensation on December 8, 2025.

How do the time-based RSUs for Butterfly Network (BFLY) EVP, CFO vest?

The 863,247 time-based RSUs vest as follows: one-third on December 8, 2026, and the remaining two-thirds vest on a pro rata annual basis over the next two years, subject to the executive’s continued service with Butterfly Network.

What are the stock price targets for the performance-based RSUs at Butterfly Network (BFLY)?

The 431,623 performance-based RSUs vest in three equal parts if Butterfly Network’s Class A common stock closes at or above $3.00, $4.50, and $6.00 per share, respectively, for 20 consecutive trading days before December 8, 2030, with continued service required.

Does the Butterfly Network (BFLY) executive pay cash for the RSUs reported?

No cash payment is required for these RSUs. The Form 4 shows an acquisition price of $0 per unit, indicating they are granted as part of the executive’s compensation package rather than purchased in the open market.

What role does the reporting person hold at Butterfly Network (BFLY)?

The reporting person is an officer of Butterfly Network, serving as Executive Vice President and Chief Financial Officer, and filed the Form 4 as an individual reporting person.

What happens if Butterfly Network (BFLY) stock does not hit the performance targets by December 8, 2030?

The performance-based RSUs require the share price targets to be reached for 20 consecutive trading days before December 8, 2030. Any tranches whose price targets are not met by that date will not vest under the terms described.