Butterfly Network, Inc.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
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Reports of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Butterfly Network, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Butterfly Network, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Inventory Raw Materials Valuation – Refer to “Note 2. Summary of Significant Accounting Policies and Note 5. Inventories” to the financial statements
Critical Audit Matter Description
The Company purchases inventory under long-term supply agreements with third-party manufacturing vendors. The agreements require minimum purchases of inventory by the Company, which represent firm commitments to take or pay for the product.
The Company compares the on-hand inventory plus minimum commitments remaining, to their projected future sales of product and determines whether they would be able to sell the product for greater than cost, prior to any estimated obsolescence period or changes in technology, and establishes inventory write-downs for any losses on projected excess quantities of raw materials on hand as well as liabilities for any excess quantities not on hand but that they are committed to purchase. Projections of future sales of inventory are based on a number of factors, including new product development schedules, the effect that new products might have on the sale of existing products, product obsolescence, product merchantability, and whether older products can be remanufactured into new products, among other factors. Significant judgments and estimates are made by the Company in evaluating the projected sales and evaluating expected losses on excess quantities, if any, at the end of each reporting period.
We identified the valuation of raw materials inventory as a critical audit matter because of the complexity associated with the assumptions used and judgments made to determine the excess and obsolescence reserve. Auditing such assumptions and judgments involved a high degree of auditor judgment and an increased extent of audit effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the management’s evaluation of the valuation of raw materials inventory included the following, among others:
We read relevant contracts and compared key provisions of the contracts to the Company’s analysis.
We recalculated the Company’s analysis of the valuation of raw materials inventory, including future purchase commitments, by comparing on-hand inventory used in the analysis to inventory observed via annual physical counts and confirmations with third parties, as well as comparing the remaining fixed minimum purchases used in management’s analysis to the third-party contracts.
We obtained and evaluated the Company’s projected sales of inventory by performing the following:
–We compared management’s prior-year assumptions of expected future sales to actual sales during the current year to identify potential bias in the determination of the reserves.
–We compared projections to recent sales history and related trends.
–We compared projections to industry information, market data, and peer group data.
–We inspected minutes of the board of directors, regulatory and other public filings, and investor communications to identify any evidence that may contradict management’s assertions.
–We obtained evidence, including executed third-party contracts used by management to support sales strategies reflected in the analysis.
–We inquired of sales and operations personnel regarding projections and strategies to determine whether it supported or contradicted the conclusions reached by management in the analysis.
–We inquired of operations personnel as to projected technology obsolescence, if any, to determine whether it supported or contradicted the conclusions reached by management in the analysis.
License Agreement Revenue - Refer to “Note 2. Summary of Significant Accounting Policies and Note 3. Revenue Recognition to the financial statements
Critical Audit Matter Description
On November 17, 2025, the Company entered into a Co-Development and Licensing Agreement (the “Agreement”) with Midjourney, Inc. (“Midjourney”) relating to the Company’s semiconductor-based ultrasound technology. Pursuant to the Agreement, the Company granted MidJourney an exclusive, non-transferable license, within a specified field of use, to access and use certain of the Company’s ultrasound-on-chip technology, software, and backend technology. The Company is also responsible for performing certain research and development services related to the achievement of specified milestones and has provided an option for MidJourney to purchase chips from the Company in the future. For the year ended December 31, 2025, the Company recognized revenue of $6.8 million related to the Agreement.
The Company is accounting for the Agreement in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). In their evaluation of the Agreement, the Company identified distinct performance obligations related to (1) the license combined with the research and development services and (2) the material right associated with the option for future chip purchases. Therefore, the Company was required to estimate the transaction price upon the closing of the arrangement and allocate such amount to the respective distinct performance obligations based on their respective estimated standalone selling prices. Amounts allocated to the combined license and development services are recognized over time over the term of the development services using an input method as such services are performed, and amounts allocated to the material right associated with the option for future chip purchases were deferred and will be recognized as future purchases of chips occur.
We identified the initial accounting for the Agreement and the recognition of revenue over time, as a critical audit matter, given the complexities involved with the identification of distinct performance obligations and estimates related to expected development costs to be incurred. Auditing these conclusions involved especially subjective judgment and audit effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the accounting for the Agreement included the following, among others:
We evaluated management's significant accounting policies and practices related to revenue recognition for the Agreement for reasonableness .
We obtained and read the contracts and other documents related to the Agreement.
We performed confirmation procedures to verify the terms of the Agreement.
With the assistance of professionals in our firm having expertise in the accounting treatment for revenue arrangements, we evaluated the Company's assessment of the accounting treatment for the Agreement, including the identification of distinct performance obligations and the Company’s conclusion to recognize revenue over time using an input method.
We tested management’s forecasted development costs related to the Agreement, including performing inquiries of operations personnel as to the nature of the work performed and expected costs to be incurred.
We tested the mathematical accuracy of management’s calculation of revenue recorded for the period.
/s/Deloitte & Touche LLP
New York, New York
February 27, 2026
We have served as the Company’s auditor since 2020.
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