BFLY Form 4: Victor Ku Receives Time-Based and Performance RSUs Totaling 847,930

Rhea-AI Filing Summary

Victor Ku, Chief Technology Officer of Butterfly Network, Inc. (BFLY), was granted a total of 847,930 shares of Class A common stock represented by restricted stock units (RSUs) on 09/22/2025. The award breaks into 565,287 time-based RSUs that vest over three years with one-third vesting on 09/22/2026 and the remainder vesting pro rata over the next two years, and 282,643 performance-based RSUs that vest in thirds upon achieving closing-price targets of $3.00, $4.50 and $6.00 for 20 consecutive trading days, if achieved before 09/22/2030. All RSUs are reported as acquired at $0 price and are held directly by the reporting person.

Positive

• Total grant disclosed: 847,930 RSUs reported, providing transparency on insider compensation
• Time-based component: 565,287 RSUs vest over three years (one-third on 09/22/2026, remainder pro rata over next two years)
• Performance-based component: 282,643 RSUs vest only upon meeting specific stock-price thresholds ($3.00, $4.50, $6.00) with 20 consecutive trading-day requirements and a 09/22/2030 cutoff

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Executive received a large mix of time-based and performance RSUs, tying long-term reward to stock-price hurdles and continued service.

The filing documents a sizeable equity award of 847,930 RSUs to the CTO, split between standard time-based vesting and performance-based vesting tied to three ascending stock-price targets with 20-day closing requirements and a 2030 cutoff. From a governance perspective, the structure promotes retention through multi-year time-based vesting and attempts to align pay with shareholder value via explicit price hurdles. The award being reported at $0 reflects typical RSU grants rather than market purchases. Impact on shareholders depends on potential future share issuance upon vesting, which the company must disclose when shares are delivered.

Compensation Analyst

TL;DR: Mixed grant design balances guaranteed time-based compensation with performance contingencies that require sustained stock-price improvement.

The reported 565,287 time-based RSUs vest one-third after one year and the balance over two additional years, providing standard service-based retention. The 282,643 performance RSUs vest in equal thirds at $3.00, $4.50 and $6.00 share-price thresholds, each requiring 20 consecutive trading days above the target and a 09/22/2030 expiration. This creates clear payout triggers but also long runway for achievement. As filed, the grant itself is not an immediate cash cost but could result in dilution when RSUs convert to common shares upon vesting.

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
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Ku Victor

(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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		A		565,287(1)	A	$0	565,287	D
Class A Common Stock	09/22/2025		A		282,643(2)	A	$0	847,930	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 September 22, 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 September 22, 2030, subject to the Reporting Person's continued service through the applicable vesting date.

	/s/ Nick Caezza, Attorney-in-Fact	09/24/2025
	** 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

What did Butterfly Network (BFLY) report on Form 4 for Victor Ku?

Victor Ku was granted 847,930 RSUs on 09/22/2025, comprising 565,287 time-based RSUs and 282,643 performance-based RSUs.

How do the time-based RSUs for Victor Ku vest?

One-third of the 565,287 time-based RSUs vest on 09/22/2026, with the remainder vesting on a pro rata annual basis over the following two years, subject to continued service.

What are the vesting conditions for the performance-based RSUs?

The 282,643 performance RSUs vest in thirds when the closing stock price meets $3.00, $4.50, and $6.00 for 20 consecutive trading days, provided such thresholds are met before 09/22/2030 and the reporting person remains in service.

What price was reported for the RSU acquisition on Form 4?

The RSUs are reported with a $0 price, reflecting that these are equity awards rather than cash purchases.

How many Class A shares will Victor Ku beneficially own following the reported transactions?

The filing reports 565,287 shares beneficially owned after the time-based grant and 847,930 shares after including the performance RSUs as of the transaction date.