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Butterfly Network (NYSE: BFLY) founder files 13D/A, sets 10b5-1 sale plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Butterfly Network, Inc. (BFLY) received an amended Schedule 13D from founder Jonathan M. Rothberg, Ph.D., updating his ownership and disclosing a new pre-arranged trading plan for estate planning. Dr. Rothberg reports beneficial ownership of 3,548,159 shares of Class A common stock, representing 1.6% of that class as of February 19, 2026. He also reports beneficial ownership of 26,426,937 shares of Class B common stock, representing 100% of the Class B shares outstanding as of that date, primarily through several 4C Holdings entities and trusts for his children.

In connection with estate planning, Dr. Rothberg and entities owned by trusts for his children have entered into a Rule 10b5-1 trading plan. Under this plan, sales of up to 2,799,818 shares of Class A common stock and 5,000,000 shares of Class B common stock may be effected during a plan sales period beginning after the Rule 10b5-1(c) cooling-off period on July 14, 2026 and ending on July 14, 2027. Any sales under the plan are subject to specified minimum price and volume parameters, and there is no assurance that any shares will actually be sold.

Positive

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Insights

Large holder adopts 10b5-1 plan for potential share sales over one year.

Jonathan M. Rothberg discloses substantial holdings in Butterfly Network, including 3,548,159 Class A shares (1.6% of that class) and 26,426,937 Class B shares (100% of that class) as of February 19, 2026. Class B control remains concentrated through 4C Holdings entities and family trusts.

He and entities owned by trusts for his children have adopted a Rule 10b5-1 trading plan for estate planning. The plan allows sales of up to 2,799,818 Class A shares and 5,000,000 Class B shares between July 14, 2026 and July 14, 2027, subject to minimum price and volume conditions. Rule 10b5-1 plans are pre-arranged programs designed to standardize insider trading activity.

The filing does not guarantee that any shares will be sold; actual activity will depend on market conditions and the plan’s parameters. Investors relying on future disclosures in company filings can observe how many shares, if any, are ultimately sold under this plan and any resulting changes in voting power.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class A common stock. Rows 7, 9 and 11 consists of (i) 2,799,818 shares of Class A common stock of Butterfly Network, Inc. (f/k/a Longview Acquisition Corp.) (the "Issuer") held by Jonathan M. Rothberg, Ph.D. and (ii) stock options to purchase 21,645 shares of Class A common stock of the Issuer which are exercisable within 60 days of March 13, 2026, held by Dr. Jonathan M. Rothberg. Rows 8, 10 and 11 consists of 726,696 shares of Class A common stock of the Issuer held by Dr. Rothberg's spouse. Row 13 is calculated based on 228,205,930 shares of Class A common stock of the Issuer outstanding as of February 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Rows 7, 9 and 11 consists of 26,426,937 shares of Class B common stock of the Issuer held by 4C Holdings I, LLC, 4C Holdings II, LLC, 4C Holdings III, LLC, 4C Holdings IV, LLC and 4C Holdings V, LLC and shares distributed from 4C Holdings I, LLC and held by entities owned by trusts created for the benefit of Dr. Jonathan Rothberg's children. Row 13 is calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 19, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 26,426,937 shares of Class B common stock of the Issuer outstanding as of February 19, 2026.


SCHEDULE 13D


Rothberg Jonathan M.
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D.
Date:03/17/2026
Rothberg Jonathan M.
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D.
Date:03/17/2026
4C Holdings I, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:03/17/2026
4C Holdings II, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:03/17/2026
4C Holdings III, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:03/17/2026
4C Holdings IV, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:03/17/2026
4C Holdings V, LLC
Signature:/s/ Jonathan M. Rothberg
Name/Title:Jonathan M. Rothberg, Ph.D., Manager
Date:03/17/2026

FAQ

How many Butterfly Network (BFLY) Class A shares does Jonathan Rothberg beneficially own?

Jonathan Rothberg reports beneficial ownership of 3,548,159 shares of Butterfly Network Class A common stock, representing 1.6% of that class as of February 19, 2026. This total includes personally held shares, exercisable stock options, and shares held by his spouse.

What is Jonathan Rothberg’s ownership of Butterfly Network (BFLY) Class B shares?

Rothberg reports beneficial ownership of 26,426,937 Butterfly Network Class B common shares, representing 100% of that class as of February 19, 2026. These shares are held through multiple 4C Holdings LLC entities and entities owned by trusts created for the benefit of his children.

What does the new Rule 10b5-1 trading plan for Butterfly Network (BFLY) shares allow?

The Rule 10b5-1 plan allows potential sales of up to 2,799,818 Class A shares and 5,000,000 Class B shares. Sales may occur between July 14, 2026 and July 14, 2027, subject to specified minimum price and volume parameters defined in the plan’s terms.

When will sales under Jonathan Rothberg’s Butterfly Network (BFLY) 10b5-1 plan occur?

The plan’s sales period begins after the Rule 10b5-1(c) cooling-off period on July 14, 2026 and ends on July 14, 2027. Any actual share sales must also satisfy the minimum price and trading volume conditions set in the plan.

Is Butterfly Network (BFLY) guaranteed to see insider share sales under this 10b5-1 plan?

No. The filing explicitly states there is no assurance that any Class A or Class B shares will be sold under the plan. Executions depend on meeting minimum price and volume thresholds and prevailing market conditions during the plan period.

Why did Jonathan Rothberg adopt the Butterfly Network (BFLY) 10b5-1 trading plan?

The filing explains that Rothberg and entities owned by trusts for his children adopted the Rule 10b5-1 trading plan in connection with estate planning. Such plans can help systematically diversify or transfer holdings while following predefined trading instructions.
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