[Form 4] NetFlix Inc Insider Trading Activity
Reed Hastings, a director of Netflix, reported transactions on 09/02/2025. He exercised a non-qualified stock option to acquire 25,959 shares at an exercise price of $109.96 and immediately sold the acquired shares in multiple tranches under a Rule 10b5-1 trading plan adopted 08/08/2023. The reported sales aggregate to the exercised amount, leaving Mr. Hastings with 394 shares directly owned and an indirect holding of 2,154,241 shares as trustee of the Hastings-Quillin Family Trust. He also acquired 52 option shares at a strike of $1,214.11 exercisable from 09/02/2025 to 09/02/2035. All transactions were disclosed on a Form 4 signed 09/03/2025.
- Sales executed under a Rule 10b5-1 plan, which provides an affirmative defense and procedural transparency
- Detailed disclosure of tranche prices with weighted-average pricing and readiness to provide trade-level details upon request
- Significant indirect ownership remains: 2,154,241 shares held by the Hastings-Quillin Family Trust
- Direct holdings materially reduced to 394 shares after exercising and selling 25,959 shares on 09/02/2025
- Large block monetized by a director, which may attract investor attention despite plan-based execution
Insights
TL;DR: Director exercised options then sold the exercised shares under a preplanned 10b5-1 program, materially reducing direct holdings but leaving large trust exposure.
The filing shows a common pattern where an insider monetizes long-dated option value by exercising low-strike options and selling shares under a Rule 10b5-1 plan. The exercise price of $109.96 is far below recent sale price levels reported, indicating substantial intrinsic value realized on exercise. The director retains a meaningful indirect position via the family trust (2,154,241 shares), so overall economic exposure to the company remains significant even as direct holdings fell to 394 shares. For market impact, the sales were disclosed and planned, which typically mitigates information asymmetry concerns.
TL;DR: Transactions were executed pursuant to a documented 10b5-1 plan, supporting compliance and insider trading defenses despite large volume sales.
The Form 4 discloses that the trades were made under a 10b5-1 plan adopted 08/08/2023, which provides an affirmative defense to insider trading allegations if properly structured. The reporting is detailed, listing weighted average sale prices across multiple tranches and confirming the trustee-held indirect position. The reduction of direct ownership to 394 shares may be notable for governance observers, but the maintained indirect trust holdings preserve long-term alignment. The filing is procedurally complete and transparent.