8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2025

Butterfly Network, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39292	84-4618156
(State or other jurisdiction of<br>incorporation)	(Commission File Number)	(IRS Employer <br> Identification No.)		1600 District Avenue<br><br>Burlington, MA	01803
---	---
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 557-4800

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	BFLY	The New York Stock Exchange
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share	BFLY WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 5, 2025, the board of directors of Butterfly Network, Inc. (the “Company”) appointed John Doherty to serve as Executive Vice President, Chief Financial Officer of the Company, effective December 8, 2025 (the “Effective Date”).

John Doherty, 59, served as Chief Financial Officer of Kaltura, Inc. from March 2024 and will continue to serve in that role until his resignation effective December 5, 2025. Prior to that, Mr. Doherty served as Chief Financial and Operating Officer for Magic Leap, Inc., an augmented reality technology company, from 2020 to 2024, and as Chief Financial Officer of InterXion Holding N.V., a data center services provider, from 2018 to 2020. In addition, Mr. Doherty held a variety of financial roles at Verizon Communications Inc., over a 30-year period, most recently serving as Senior Vice President of Corporate Development and President & Chief Investment Officer of Verizon Ventures from 2013 to 2018, where he helped steer significant strategic transactions and corporate restructurings. Mr. Doherty currently also serves on the Board of Directors of Guam-based Pacific Telecom, Inc. Mr. Doherty holds a degree in economics from Stony Brook University and has attended the MBA program at Baruch College as well as Wharton’s Executive Education program in Finance and Strategic Planning.

There are no family relationships between Mr. Doherty and any Company director or executive officer, and no arrangements or understandings between Mr. Doherty and any other person pursuant to which he was selected as Executive Vice President, Chief Financial Officer. Mr. Doherty is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

In connection with Mr. Doherty’s appointment, the Company’s Interim Chief Financial Officer, Megan Carlson, will be stepping down from serving in such capacity on the Effective Date, and will continue to serve as the Company’s Chief Accounting Officer and Senior Vice President of Finance & Accounting, as well as the Company’s principal accounting officer. On October 7, 2025, Ms. Carlson was also awarded a $200,000 cash retention bonus, which the Company shall pay to Ms. Carlson following December 31, 2026, provided that Ms. Carlson continuously remains employed with the Company through such date.

John Doherty Offer Letter

In connection with Mr. Doherty’s appointment as Executive Vice President, Chief Financial Officer, the Company entered into an offer letter (the “Offer Letter”) with Mr. Doherty. The Offer Letter provides for “at will” employment beginning on the Effective Date. Pursuant to the terms of his Offer Letter, Mr. Doherty is entitled to an annual base salary of $530,000. Mr. Doherty is also eligible for an annual cash bonus targeted at 70% of his base salary, effective beginning in 2027 with respect to performance in 2026. Mr. Doherty will receive a one-time sign-on bonus in the amount of $500,000, which is recoverable in full by the Company in the event that Mr. Doherty resigns without Good Reason (as defined in his Offer Letter) or the Company terminates Mr. Doherty’s employment for Cause (as defined in his Offer Letter) within six months of the commencement of his employment. Mr. Doherty will also receive a one-time 2025 performance bonus in the amount of $250,000, payable in the first quarter of 2026 at the same time other executives are awarded any bonuses for 2025 performance, which is recoverable in full by the Company in the event that Mr. Doherty resigns without Good Reason or the Company terminates Mr. Doherty’s employment for Cause within six months of Mr. Doherty’s receipt of such bonus.

Pursuant to the terms of his Offer Letter and the Company’s Amended and Restated 2020 Equity Incentive Plan, Mr. Doherty will be granted, effective on the Effective Date, (i) restricted stock units (“RSUs”) relating to shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”) in an amount calculated by dividing $2,000,000 by the volume weighted average price of the Common Stock for the 10-day period ending the trading day prior to the date on which Mr. Doherty’s appointment as Executive Vice President, Chief Financial Officer of the Company was publicly announced (the “10-Day VWAP”), with one-third of such RSUs vesting on the first anniversary of the grant date and the remainder of such RSUs vesting on a pro rata annual basis over the next two years, and (ii) performance-based RSUs (“Performance RSUs”) in an amount calculated by dividing $1,000,000 by the 10-Day VWAP, with the Performance RSUs to 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. For each Performance RSU vesting event to be achieved, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, and such share price must be achieved prior to the fifth anniversary of the grant date of such Performance RSU. The Performance RSUs are subject to acceleration in connection with a change in control of the Company in certain circumstances as set forth in the Offer Letter.

Mr. Doherty is eligible to participate in the employee benefit plans generally available to full-time employees, subject to the terms of those plans. Mr. Doherty is also eligible for reimbursement of reasonable attorneys’ fees and costs incurred by him, up to $10,000, in connection with the drafting, review and negotiation of the Offer Letter and ancillary documents. Mr. Doherty will be entitled to benefits under the Company’s Executive Severance Plan as an executive vice president, including if the Company terminates Mr. Doherty’s employment without Cause or Mr. Doherty resigns for Good Reason.

In connection with Mr. Doherty’s appointment, Mr. Doherty will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.3 to the Company’s quarterly report on Form 10-Q for the three months ended June 30, 2025, filed with the Securities and Exchange Commission on August 1, 2025. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Doherty for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our officers.

The foregoing description of the Offer Letter with Mr. Doherty is qualified in its entirety by reference to the complete text of such agreement, which is filed as Exhibit 10.1 and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On October 9, 2025, the Company issued a press release announcing the appointment of Mr. Doherty as Executive Vice President, Chief Financial Officer of the Company, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
10.1	Offer Letter by and between Butterfly Network, Inc. and John Doherty, dated October 6, 2025
99.1	Press Release dated October 9, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BUTTERFLY NETWORK, INC.
	By:	/s/ Joseph M. DeVivo
	Name:	Joseph M. DeVivo
	Title:	Chief Executive Officer, President, and Chairman of the Board
Date: October 9, 2025

Document

October 3, 2025

John Doherty

Dear John,

Pending approval from Butterfly Network’s Compensation Committee (the “Compensation Committee”), we are pleased to offer you a position of Executive Vice-President, Chief Financial Officer of Butterfly Network, Inc. (the “Company”) as soon as practical. The date on which your employment actually begins is referred to herein as the “Start Date.” You will report to Joe DeVivo, Chief Executive Officer.

Your annualized compensation in this position will consist of an annual base salary of $530,000.00 paid in biweekly pay periods, less required deductions.

Starting in 2027 with respect to performance in 2026, you are eligible to receive an annual discretionary bonus with a target of 70% based on goals, objectives, and performance metrics to be determined by Butterfly Network’s management. It will be a condition of your eligibility to receive any bonus, including the 2025 Guaranteed Bonus (as defined below), that you remain employed with Butterfly Network through the date of payment of such bonus. For 2025, you will be paid a bonus of $250,000.00 (the “2025 Guaranteed Bonus”) payable in Q1 2026 at the same time other executives receive their bonus for 2025 performance. If your employment ends within 6 months of the date on which you receive the 2025 Guaranteed Bonus because you resign without Good Reason or because the Company terminates your employment for Cause, you shall repay the Company the amount of the 2025 Guaranteed Bonus within 30 days of the date of such termination. As used herein, the terms “Good Reason” and “Cause” have the meanings ascribed to such terms in the Executive Severance Plan.

If you terminate your employment with the Company other than for Good Reason, such termination shall be effective upon the later of that date that is (i) 60 calendar days after notice of termination and (ii) the business day following the date on which the Company announces earnings with respect to its most recently completed fiscal quarter.

In addition to the outlined cash compensation, within 30 days of the Start Date, you will receive restricted stock units (RSUs) for Class A common stock of the Company (the “Class A Common Stock”) with a value of $2,000,000.00 (the “Initial RSUs”), that will be subject to (i) the approval of the Compensation Committee, (ii) the terms and conditions of a grant agreement entered into by you and Butterfly, and (iii) your continued service with the Company (collectively, the “Grant Conditions”). The Initial RSUs will vest over a three-year period, except as set forth below.

Within 30 days of the Start Date, you will also receive performance share units for Class A Common Stock with a value of $1,000,000.00 (the “Initial PSUs”) subject to vesting upon the achievement of specified performance metrics described in this paragraph and the Grant Conditions. The Initial PSUs shall vest as follows: 1/3 shall vest upon the achievement of a price for the Common Stock (the “Share Price”) equal to or exceeding $3.00 per share, 1/3 shall vest upon the achievement of the Share Price equal to or exceeding $4.50, the final 1/3 shall vest upon the achievement of the Share Price equal to or exceeding $6.00, in each case, the closing stock price on the NYSE for 20 consecutive trading days (each, a “20-Day Consecutive Share Price”) must equal or exceed the Share Price targets, and provided such 20-Day Consecutive Share Price is achieved prior to the fifth (5th) anniversary of the grant date of such Initial PSU Grant (each, an “Initial PSU Grant Vesting Date”). For the avoidance of doubt, attainment of a 20-day Consecutive Share Price will be deemed to include attainment of a lesser included Share Price target to the extent that lesser included target has not yet been met (e.g., if the $4.50 target is met when the $3.00 target has not yet been met, the Initial PSU would vest as to 2/3 of the award leaving 1/3 unvested). Notwithstanding the foregoing or any provision in the Equity Documents (as defined below) to the contrary, in the event of a Change in Control prior to an applicable Initial PSU Grant Vesting Date, the portion of the Initial PSUs that have achieved the

applicable Share Price targets set forth in the Initial PSU Grant shall vest in accordance with the achievement of the applicable 20-Day Consecutive Share Price as described in this paragraph, except the applicable price per share in the applicable Change in Control transaction, as determined by the Board in its good faith discretion, shall be substituted for the applicable 20-Day Consecutive Share Price to determine the number of Initial Grant PSUs that shall vest immediately prior to the closing of the Change in Control. For the avoidance of doubt, any Initial PSUs that have not vested in accordance with this paragraph by such Change in Control shall be forfeited. As used herein, the term “Change in Control” has the meanings ascribed to such term in the Executive Severance Plan.

The Initial RSUs and the Initial PSUs are herein referred to as the “Initial Equity Grants.” The Initial Equity Grants shall be made on the Start Date and determined based on the volume weighted average price of the Class A common stock for the 10-day period ending the trading day prior to the date on which your appointment has been publicly announced by the Company. The Executive must continue to have a service relationship with the Company on the applicable vesting dates to vest in any shares in the Initial Equity Grants, except as set forth below. This is a summary only. The Initial Equity Grants shall be subject to, and governed by, the terms and conditions of the Company’s 2020 Equity Incentive Plan, as may be amended or restated from time to time, and the applicable equity award agreements (collectively, the “Equity Documents”).

You will receive a one-time taxable payment of $500,000.00 (the “Sign-On Bonus”) in your first payroll check following the Start Date, as a sign on bonus. If your employment ends within 6 months of the Start Date because you resign without Good Reason or because the Company terminates your employment for Cause, you shall repay the Company the amount of the Sign-On Bonus within 30 days of the date of such termination.

You will be based out of your home office in Florida.

Butterfly Network recognizes the need for employees to take time away from the office to creatively recharge. We also believe in taking personal responsibility for managing our own time, workload and results. For these reasons our Flexible Paid Time Off (FPTO) policy affords eligible employees the flexibility to be given an indeterminate amount of paid time off from work for vacation, personal or family obligations and other personal requirements, subject to the requirements of the policy, including advance notice and prior approval in the Company’s discretion. In no event will any employee be compensated for unused vacation time. You will also be eligible to participate in medical and other benefit plans in accordance with the rules and eligibility of those plans currently in effect. Health insurance shall commence on the Start Date.

Further, while we expect you to remain with the Company for a long time, this letter is not an employment contract and you will be an at-will employee and will be entitled to benefits under the Executive Severance Plan as an executive vice-president. In addition to such benefits, if your employment is terminated by the Company without Cause or by you for Good Reason, you shall be entitled to the following benefits: (i) the 2025 Guaranteed Bonus, if not yet paid on the date of such termination, payable on at the same time other executives receive their bonus for 2025 performance; and (ii) the Sign-On Bonus, if not yet paid on the date of such termination, payable within 30 days following the date of such termination.

The Company shall reimburse you for the reasonable attorneys’ fees and costs incurred by you, up to $10,000, in connection with the drafting, review and negotiation of this letter and the documents ancillary to this letter.

This letter is subject to successful completion of a background check and upon the completion of references. By signing this letter, you authorize Butterfly Network to conduct such background check.

The Company considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. As a condition of this offer of employment, you are required to sign Butterfly Network’s Non-competition/Non-solicit, Confidentiality and Intellectual Property Agreement.

Butterfly Network expects all employees to act ethically, legally and compliantly. Accordingly, all employees are expected to be familiar with and comply with its Code of Business Conduct and Ethics, which can be viewed on Butterfly Network’s website.

Sincerely,

Butterfly Network

By: /s/ Joseph M. DeVivo

Joseph M. DeVivo

Chief Executive Officer, President, and Chairman to the Board

ACCEPTED AND AGREED

/s/ John Doherty

John Doherty

Document

Butterfly Network Appoints John Doherty as Chief Financial Officer

Seasoned finance leader brings over 25 years of leadership experience driving growth and transformation

BURLINGTON, Mass. & NEW YORK — October 9, 2025 — Butterfly Network, Inc. (“Butterfly”) (NYSE: BFLY), a digital health company transforming care with handheld, whole-body ultrasound and intuitive software, today announced the appointment of John Doherty as Executive Vice President, Chief Financial Officer, effective December 8, 2025. Doherty has more than 25 years of global financial leadership experience, guiding public and private companies through major growth, transformation, and strategic transactions across the technology and telecommunications industries.

Doherty joins Butterfly from Kaltura, a global leader in video SaaS solutions, where he served as Chief Financial Officer and was responsible for all strategic, financial, and corporate development activities. Previously, he held the role of Chief Financial and Operating Officer at Magic Leap, where he secured over $1 billion in financing and led a comprehensive recapitalization to support the company’s strategic pivot into the enterprise augmented reality market.

Prior to that, Doherty served as Chief Financial Officer of InterXion Holding N.V., where he drove over 60% growth in revenue and EBITDA, led a $320 million equity offering, and played a key role in the company’s $8 billion combination with Digital Realty Trust. Over a 30 year career at Verizon Communications, Inc., he held a variety of financial leadership roles, most recently serving as Senior Vice President of Corporate Development and President & Chief Investment Officer of Verizon Ventures, where he spearheaded more than $100 billion in strategic transactions and corporate restructurings, and helped establish Verizon as a market leader in new growth segments such as IoT, digital media, and telematics.

“John is a proven leader with a remarkable track record of driving shareholder value, business performance, and financial impact at scale,” said Joseph DeVivo, President, Chairman and Chief Executive Officer of Butterfly Network. “John’s expertise in expanding global businesses, executing transformative transactions, and aligning financial strategy with growth makes him the ideal partner for Butterfly as we enter an exciting next phase of growth.”

Doherty commented, “Butterfly has built strong momentum with a successful product launch, a strengthened balance sheet, and a defined path toward breakeven, creating an attractive foundation for long-term value creation for shareholders. I’m excited to join at this pivotal stage and to help advance that momentum through continued disciplined investment, strategic portfolio management, and sustainable growth initiatives.”

The Company’s Interim Chief Financial Officer, Megan Carlson, will conclude her service in that capacity and return to her position as Chief Accounting Officer and Senior Vice President of Finance & Accounting, where she will continue to serve as the Company’s principal accounting officer.

DeVivo added, “On behalf of the Company and our leadership team, I want to thank Megan for stepping up and providing outstanding leadership as Interim CFO during a critical period. Her deep expertise and commitment have been invaluable in keeping us on course. We’re fortunate to have her as an integral part of the leadership team going forward.”

About Butterfly Network

Butterfly Network, Inc. (NYSE: BFLY) is a healthcare company driving a digital revolution in medical imaging with its proprietary Ultrasound-on-Chip™ semiconductor technology and ultrasound software solutions. In 2018, Butterfly launched the world’s first handheld, single-probe, whole-body ultrasound system, Butterfly iQ. The iQ+ followed in 2020, and the iQ3 in 2024, each with improved processing power and performance by leveraging Moore’s Law. The iQ3 earned Best Medical Technology at the 2024 Prix Galien USA Awards, a prestigious honor and one of the highest accolades in healthcare. Butterfly’s innovations have also been recognized by Fierce 50, TIME’s Best Inventions and Fast Company’s World Changing Ideas, among other achievements.

Butterfly combines advanced hardware, intelligent software, AI, services, and education to drive adoption of affordable, accessible imaging. Clinical publications demonstrate that its handheld ultrasound probes paired with Compass™ enterprise workflow software, can help hospital systems improve care workflows, reduce costs, and enhance provider economics. With a cloud-based solution that enables care anywhere through next-generation mobility, Butterfly aims to democratize healthcare by addressing critical global healthcare challenges. Butterfly devices are commercially available to trained healthcare practitioners in areas including, but not limited to, parts of Africa, Asia, Australia, Europe, the Middle East, North America and South America; to learn more about Butterfly’s Global Health Program, please visit: https://www.butterflynetwork.com/global-health.

Investors Contact: Steven Halper Managing Director, LifeSci Advisors shalper@lifesciadvisors.com

Media Contact:

Liz Snyder

Director, Communications & PR, Butterfly

Media@butterflynetinc.com