Butterfly Network Insider Tax Sell-to-Cover: 3,118 Shares Disclosed

Rhea-AI Filing Summary

Butterfly Network, Inc. (BFLY) – Form 4 filing

On 08/04/2025, Deputy General Counsel Nicholas Caezza executed an S-code transaction, selling 3,118 Class A common shares at a weighted-average price of $1.45 (range $1.42–$1.4759). The sale was automatic under the company’s “sell-to-cover” policy to satisfy tax-withholding obligations arising from vested RSUs; it was not discretionary. Following the transaction Caezza’s direct beneficial ownership stands at 234,445 shares, meaning only ~1.3 % of his holdings were sold.

No derivative securities were involved, and there were no additional transactions disclosed. The filing provides no financial performance data and does not alter the company’s fundamentals, but it does update investors on insider ownership levels.

Positive

• Insider retains 234,445 shares, indicating continued equity alignment with shareholders.
• Sale executed under a pre-established sell-to-cover policy, reducing concerns about discretionary selling.

Negative

• Insider sale activity, even if minor, can be perceived negatively by some investors.

Insights

Securities Analyst

TL;DR: Small, policy-driven insider sale; low impact.

The 3,118-share sale represents a minor portion of Caezza’s stake and was executed solely to cover withholding taxes on vested RSUs, a common administrative action. With 234k shares still held, insider alignment remains strong. Given the automatic nature and limited size, I view the market impact as neutral; however, continual monitoring of cumulative insider activity is prudent.

Corporate Governance Expert

TL;DR: Governance-friendly disclosure; routine compliance.

The filing reflects best practices: full pricing range disclosure and explanation of the sell-to-cover mechanism. Such transparency mitigates typical negative perceptions around insider sales. No red flags emerge regarding timing, volume, or intent. Impact to investors is minimal, classified as routine governance housekeeping.

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

OMB Number:			3235-0287
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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)
08/04/2025

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	08/04/2025		S(1)		3,118	D	$1.45(2)	234,445	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 $1.42 to $1.4759 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	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 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

How many Butterfly Network (BFLY) shares did Nicholas Caezza sell?

He sold 3,118 Class A common shares.

What was the average sale price reported in the Form 4?

The weighted-average price was $1.45 per share (range $1.42–$1.4759).

Why were the shares sold?

The sale was automatic to cover tax withholding on vested restricted stock units under the company’s policy.

How many BFLY shares does Caezza own after the transaction?

He owns 234,445 shares directly.

What transaction code is shown on the Form 4?

The filing lists transaction code “S” (sale).

When did the insider transaction occur?

The sale took place on 08/04/2025.