Business Context and Reporting Period
This Form 8-K Current Report was filed by Butterfly Network, Inc. (BFLY) on May 4, 2026. The filing addresses corporate governance changes, specifically the departure of a director and the appointment of a new director to the Board.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figure disclosed relates to director compensation: a grant of restricted stock units (RSUs) with an aggregate fair market value of $300,000 for the newly appointed director.
Material Changes
- Director Resignation: Dr. Erica Schwartz notified the Board of her intent to resign, effective upon her confirmation as Director of the Centers for Disease Control and Prevention (CDC). Her nomination was announced on April 16, 2026. She remains a nominee for the 2026 Annual Meeting of Stockholders scheduled for June 18, 2026.
- Director Appointment: The Board appointed Caroll H. Neubauer, effective May 18, 2026. He will serve on the Compensation and Technology Committees.
- Board Composition: The Board size was increased to eight directors. Mr. Neubauer is deemed an independent director under NYSE listing standards.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business operations. The primary contingency noted is the timing and result of the U.S. Senate confirmation process for Dr. Schwartz's CDC appointment, which will determine the effective date of her resignation from the Butterfly Network Board.
Investor Verification Checklist
- Verify the status of Dr. Erica Schwartz's Senate confirmation for the CDC Director role to determine if her resignation becomes effective.
- Confirm the exact vesting schedule and share count for Mr. Neubauer's $300,000 RSU grant based on the stock price on the grant date.
- Review the Definitive Proxy Statement filed on April 27, 2026, for details on the Nonemployee Director Compensation Policy and indemnification agreements.
- Monitor the June 18, 2026 Annual Meeting of Stockholders for the final election results regarding Dr. Schwartz's directorship.