Netflix Director Exercises Options and Sells Shares, Retains Trust Holdings

Q: What did Reed Hastings report on the Form 4 for NFLX?

The Form 4 reports that Reed Hastings exercised 25,959 option shares at $109.96 on 09/02/2025 and sold the resulting shares in multiple tranches under a 10b5-1 plan , leaving 394 shares directly owned and 2,154,241 indirectly held by a trust.

Q: What was the execution date of the reported transactions?

All reported transactions occurred on 09/02/2025 and the Form 4 was signed on 09/03/2025 .

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

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.

Positive

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

Negative

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.

Insider Trade Summary

Net Seller: 25,959 shares ($31,351,002)

Net Sell 25 txns

Insider HASTINGS REED

Role Director

Sold 25,959 shs ($31.35M)

Type	Security	Shares	Price	Value
Exercise	Non-Qualified Stock Option (right to buy)	25,959	$0.00	--
Grant/Award	Non-Qualified Stock Option (right to buy)	52	$0.00	--
Exercise	Common Stock	25,959	$109.96	$2.85M
Sale	Common Stock	500	$1,186.182	$593K
Sale	Common Stock	200	$1,187.725	$238K
Sale	Common Stock	26	$1,191.5866	$31K
Sale	Common Stock	100	$1,194.05	$119K
Sale	Common Stock	1,217	$1,196.9395	$1.46M
Sale	Common Stock	304	$1,198.8031	$364K
Sale	Common Stock	597	$1,199.7794	$716K
Sale	Common Stock	421	$1,200.5539	$505K
Sale	Common Stock	466	$1,202.2349	$560K
Sale	Common Stock	1,152	$1,203.5975	$1.39M
Sale	Common Stock	1,357	$1,204.765	$1.63M
Sale	Common Stock	3,467	$1,205.8149	$4.18M
Sale	Common Stock	1,102	$1,206.7118	$1.33M
Sale	Common Stock	2,412	$1,207.8462	$2.91M
Sale	Common Stock	1,693	$1,208.6519	$2.05M
Sale	Common Stock	1,324	$1,209.9353	$1.60M
Sale	Common Stock	500	$1,210.866	$605K
Sale	Common Stock	2,114	$1,212.087	$2.56M
Sale	Common Stock	2,460	$1,213.0598	$2.98M
Sale	Common Stock	3,259	$1,214.1114	$3.96M
Sale	Common Stock	1,288	$1,215.0079	$1.56M
holding	Common Stock	--	--	--

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 0 shares (Direct); Common Stock — 26,353 shares (Direct); Common Stock — 2,154,241 shares (Indirect, by Trust)

Footnotes (1)

Transaction made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 8/8/2023. This transaction was executed in multiple trades at prices ranging from $1,186.18 to $1,186.19. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,187.48 to $1,187.97. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,196.11 to $1,197.02. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,198.0695 to $1,199.0332. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,199.1495 to $1,200.13. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,200.1622 to $1,200.9494. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,201.6371 to $1,202.50. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,202.96 to $1,203.95. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,204.22 to $1,205.14. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,205.22 to $1,206.20. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,206.24 to $1,206.9862. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,207.29 to $1,208.2616. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,208.29 to $1,209.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,209.50 to $1,210.40. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,210.57 to $1,211.37. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,211.5825 to $1,212.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,212.59 to $1,213.57. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,213.6948 to $1,214.6834. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $1,214.727 to $1,215.41. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. As Trustee of the Hastings-Quillin Family Trust

Form 4 Insider Transactions: What Each Field Means →

09/03/2025 - 08:38 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HASTINGS REED

(Last)

(First)

(Middle)

121 ALBRIGHT WAY

(Street)

LOS GATOS

95032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NETFLIX INC [ NFLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/02/2025		M		25,959⁽¹⁾	A	$109.96	26,353	D
Common Stock	09/02/2025		S		500⁽¹⁾	D	$1,186.182⁽²⁾	25,853	D
Common Stock	09/02/2025		S		200⁽¹⁾	D	$1,187.725⁽³⁾	25,653	D
Common Stock	09/02/2025		S		26⁽¹⁾	D	$1,191.5866	25,627	D
Common Stock	09/02/2025		S		100⁽¹⁾	D	$1,194.05	25,527	D
Common Stock	09/02/2025		S		1,217⁽¹⁾	D	$1,196.9395⁽⁴⁾	24,310	D
Common Stock	09/02/2025		S		304⁽¹⁾	D	$1,198.8031⁽⁵⁾	24,006	D
Common Stock	09/02/2025		S		597⁽¹⁾	D	$1,199.7794⁽⁶⁾	23,409	D
Common Stock	09/02/2025		S		421⁽¹⁾	D	$1,200.5539⁽⁷⁾	22,988	D
Common Stock	09/02/2025		S		466⁽¹⁾	D	$1,202.2349⁽⁸⁾	22,522	D
Common Stock	09/02/2025		S		1,152⁽¹⁾	D	$1,203.5975⁽⁹⁾	21,370	D
Common Stock	09/02/2025		S		1,357⁽¹⁾	D	$1,204.765⁽¹⁰⁾	20,013	D
Common Stock	09/02/2025		S		3,467⁽¹⁾	D	$1,205.8149⁽¹¹⁾	16,546	D
Common Stock	09/02/2025		S		1,102⁽¹⁾	D	$1,206.7118⁽¹²⁾	15,444	D
Common Stock	09/02/2025		S		2,412⁽¹⁾	D	$1,207.8462⁽¹³⁾	13,032	D
Common Stock	09/02/2025		S		1,693⁽¹⁾	D	$1,208.6519⁽¹⁴⁾	11,339	D
Common Stock	09/02/2025		S		1,324⁽¹⁾	D	$1,209.9353⁽¹⁵⁾	10,015	D
Common Stock	09/02/2025		S		500⁽¹⁾	D	$1,210.866⁽¹⁶⁾	9,515	D
Common Stock	09/02/2025		S		2,114⁽¹⁾	D	$1,212.087⁽¹⁷⁾	7,401	D
Common Stock	09/02/2025		S		2,460⁽¹⁾	D	$1,213.0598⁽¹⁸⁾	4,941	D
Common Stock	09/02/2025		S		3,259⁽¹⁾	D	$1,214.1114⁽¹⁹⁾	1,682	D
Common Stock	09/02/2025		S		1,288⁽¹⁾	D	$1,215.0079⁽²⁰⁾	394	D
Common Stock								2,154,241⁽²¹⁾	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$109.96	09/02/2025		M			25,959⁽¹⁾	01/04/2016	01/04/2026	Common Stock	25,959	$0	0	D
Non-Qualified Stock Option (right to buy)	$1,214.11	09/02/2025		A		52		09/02/2025	09/02/2035	Common Stock	52	$0	52	D

Explanation of Responses:

1. Transaction made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 8/8/2023.

2. This transaction was executed in multiple trades at prices ranging from $1,186.18 to $1,186.19. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $1,187.48 to $1,187.97. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $1,196.11 to $1,197.02. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $1,198.0695 to $1,199.0332. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $1,199.1495 to $1,200.13. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $1,200.1622 to $1,200.9494. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

8. This transaction was executed in multiple trades at prices ranging from $1,201.6371 to $1,202.50. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

9. This transaction was executed in multiple trades at prices ranging from $1,202.96 to $1,203.95. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

10. This transaction was executed in multiple trades at prices ranging from $1,204.22 to $1,205.14. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

11. This transaction was executed in multiple trades at prices ranging from $1,205.22 to $1,206.20. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

12. This transaction was executed in multiple trades at prices ranging from $1,206.24 to $1,206.9862. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

13. This transaction was executed in multiple trades at prices ranging from $1,207.29 to $1,208.2616. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

14. This transaction was executed in multiple trades at prices ranging from $1,208.29 to $1,209.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

15. This transaction was executed in multiple trades at prices ranging from $1,209.50 to $1,210.40. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

16. This transaction was executed in multiple trades at prices ranging from $1,210.57 to $1,211.37. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

17. This transaction was executed in multiple trades at prices ranging from $1,211.5825 to $1,212.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

18. This transaction was executed in multiple trades at prices ranging from $1,212.59 to $1,213.57. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

19. This transaction was executed in multiple trades at prices ranging from $1,213.6948 to $1,214.6834. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

20. This transaction was executed in multiple trades at prices ranging from $1,214.727 to $1,215.41. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

21. As Trustee of the Hastings-Quillin Family Trust

Remarks:

	Veronique Bourdeau, Authorized Signatory For: Reed Hastings	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Reed Hastings report on the Form 4 for NFLX?

The Form 4 reports that Reed Hastings exercised 25,959 option shares at $109.96 on 09/02/2025 and sold the resulting shares in multiple tranches under a 10b5-1 plan, leaving 394 shares directly owned and 2,154,241 indirectly held by a trust.

Were the sales tied to a 10b5-1 trading plan for NFLX insider trades?

Yes. The filing states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted on 08/08/2023.

How many shares does Reed Hastings indirectly control after the transactions?

He is reported as trustee of the Hastings-Quillin Family Trust, which beneficially owns 2,154,241 shares.

Did Reed Hastings acquire any additional derivative positions?

Yes. The filing shows acquisition of 52 non-qualified stock option rights with a strike of $1,214.11, exercisable 09/02/2025 through 09/02/2035.

What was the execution date of the reported transactions?

All reported transactions occurred on 09/02/2025 and the Form 4 was signed on 09/03/2025.