STOCK TITAN

Netflix, Inc. (NASDAQ: NFLX) sells $1B 5.250% senior notes due 2036

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Netflix, Inc. completed a registered public offering of $1 billion in principal amount of 5.250% senior unsecured notes due 2036. The notes were issued under an indenture with Computershare Trust Company, National Association, as trustee, and sold pursuant to an Underwriting Agreement with BNP Paribas Securities Corp., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters.

Netflix intends to use the net proceeds to repay at maturity its outstanding 4.375% Senior Notes due 2026 and for general corporate purposes. The notes were issued under an automatic shelf registration statement on Form S-3ASR, with the underwriting agreement, base indenture, second supplemental indenture, form of notes and related legal opinion filed as exhibits.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes principal amount $1 billion Principal amount of 5.250% senior unsecured notes due 2036 completed on July 22, 2026
New notes coupon rate 5.250% Interest rate on senior unsecured notes due 2036
New notes maturity 2036 Maturity year of 5.250% senior unsecured notes
Existing notes coupon rate 4.375% Interest rate on Senior Notes due 2026 to be repaid at maturity using net proceeds
Existing notes maturity 2026 Maturity year of 4.375% Senior Notes targeted for repayment
senior unsecured notes financial
"completed a registered public offering of $1 billion in principal amount of 5.250% senior unsecured notes due 2036"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
indenture financial
"The Notes were issued pursuant to an indenture dated as of July 29, 2024"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Second Supplemental Indenture financial
"as supplemented by a second supplemental indenture dated as of July 22, 2026"
registration statement on Form S-3ASR regulatory
"The Notes were issued and sold pursuant to the Company’s registration statement on Form S-3ASR"
A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.
Underwriting Agreement financial
"pursuant to an underwriting agreement among the Company and BNP Paribas Securities Corp."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What new debt did Netflix (NFLX) issue on July 22, 2026?

Netflix issued $1 billion in principal amount of 5.250% senior unsecured notes due 2036. The notes were sold in a registered public offering through a syndicate of underwriters led by BNP Paribas Securities, Morgan Stanley, RBC Capital Markets and Wells Fargo Securities.

What is the interest rate and maturity of Netflix (NFLX)'s new notes?

The new Netflix notes carry a 5.250% interest rate and mature in 2036. They are senior unsecured obligations issued under an existing indenture with Computershare Trust Company, National Association, as trustee, and documented in a second supplemental indenture dated July 22, 2026.

How will Netflix (NFLX) use the net proceeds from the $1 billion notes?

Netflix intends to use the net proceeds primarily for repayment at maturity of its 4.375% Senior Notes due 2026, and for general corporate purposes. This links the new 2036 notes directly to managing the company’s existing 2026 debt obligations and broader funding needs.

Under what registration was Netflix (NFLX)'s 5.250% notes offering conducted?

The 5.250% senior unsecured notes due 2036 were issued under Netflix's registration statement on Form S-3ASR (File No. 333-281071). Related documents, including the underwriting agreement, base indenture, supplemental indenture and legal opinion, were designated to be incorporated by reference into that registration.

Who were the underwriters for Netflix (NFLX)'s new 2036 notes?

The offering was led by BNP Paribas Securities Corp., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC as representatives of the several underwriters. They entered into an underwriting agreement with Netflix dated July 20, 2026, covering the $1 billion notes issuance.
NETFLIX INC false 0001065280 0001065280 2026-07-20 2026-07-20
 
 

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):

July 20, 2026

 

 

NETFLIX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35727   77-0467272

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

121 Albright Way, Los Gatos, California   95032
(Address of principal executive offices)   (Zip Code)

(408) 540-3700

(Registrant’s telephone number, including area code)

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

Common stock, par value $0.001 per share   NFLX   NASDAQ Global Select Market

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 8.01.

Other Events.

On July 22, 2026, Netflix, Inc. (the “Company”) completed a registered public offering of $1 billion in principal amount of 5.250% senior unsecured notes due 2036 (the “Notes”) pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company and BNP Paribas Securities Corp., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

The Notes were issued pursuant to an indenture dated as of July 29, 2024 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture dated as of July 22, 2026 (the “Second Supplemental Indenture”), between the Company and the Trustee. The Company intends to use the net proceeds from the offering for the repayment at maturity of its outstanding 4.375% Senior Notes due 2026, and for general corporate purposes. The Notes were issued and sold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-281071) (the “Registration Statement”).

Copies of the Underwriting Agreement, the Base Indenture and the Second Supplemental Indenture establishing the terms of the Notes, the forms of the Notes and the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as to the validity of the Notes, are each filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The Company is filing this Current Report on Form 8-K to file certain items with the Securities and Exchange Commission that are to be incorporated by reference into the Registration Statement.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

1.1    Underwriting Agreement, dated July 20, 2026, by and among Netflix, Inc. and BNP Paribas Securities Corp., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
4.1    Base Indenture, dated as of July 29, 2024, by and between Netflix, Inc. and Computershare Trust Company, National Association (incorporated by reference from Exhibit 4.1 to the Registration Statement).
4.2    Second Supplemental Indenture, dated as of July 22, 2026, by and between Netflix, Inc. and Computershare Trust Company, National Association.
4.3    Form of Notes (included in Exhibit 4.2 above).
5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1 above).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

2


SIGNATURE

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.

 

    NETFLIX, INC.
Dated: July 22, 2026    
    By:  

/s/ Spencer Neumann

      Spencer Neumann
      Chief Financial Officer

 

3

Filing Exhibits & Attachments

6 documents