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)
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| Delaware |
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001-35727 |
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77-0467272 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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| 121 Albright Way, Los Gatos, California |
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95032 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common stock, par value $0.001 per share |
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NFLX |
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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. ☐
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.
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Exhibit
No. |
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Description |
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| 1.1 |
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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. |
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| 4.1 |
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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). |
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| 4.2 |
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Second Supplemental Indenture, dated as of July 22, 2026, by and between Netflix, Inc. and Computershare Trust Company, National Association. |
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| 4.3 |
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Form of Notes (included in Exhibit 4.2 above). |
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| 5.1 |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
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| 23.1 |
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1 above). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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NETFLIX, INC. |
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| Dated: July 22, 2026 |
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By: |
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/s/ Spencer Neumann |
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Spencer Neumann |
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Chief Financial Officer |
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