Netflix CFO Insider Sale: 2,601 Shares Sold Under 10b5-1 Plan

Rhea-AI Filing Summary

Netflix (NFLX) Form 4 filing – 08/01/2025: Chief Financial Officer Spencer Neumann exercised 2,601 non-qualified options at an exercise price of $289.29 and immediately sold the same number of common shares under a Rule 10b5-1 plan adopted 10/29/2024. The sales were executed in 10 tranches at weighted-average prices ranging from $1,156.03 to $1,176.48. After the transactions Neumann’s direct ownership fell from 6,292 to 3,691 shares. Derivative holdings in the 09/03/2019 option grant dropped to 304 remaining options (expiration 09/03/2029).

No other derivatives were reported and there were no acquisitions outside the option exercise. The filing signals liquidity taking but, because it was pre-scheduled, it limits concerns about opportunistic selling. Neumann continues to hold an equity stake, maintaining alignment with shareholders.

Positive

• Sale executed under a pre-existing Rule 10b5-1 plan, reducing concerns about opportunistic timing.
• CFO retains 3,691 shares, maintaining equity alignment with investors.

Negative

• Disposal of 2,601 shares (~41 % of direct holdings) may be interpreted as reduced insider exposure.
• Large cash-out (~$3 million) could be viewed cautiously by sentiment-driven investors.

Insights

Senior Financial Analyst

TL;DR: CFO converted options, sold shares via 10b5-1; neutral cash-out, limited signalling risk.

The exercise monetises an in-the-money grant worth roughly $3 million gross (2,601 × ≈$1,162). Because the sale was fully covered by the exercised shares, share count dilution is unchanged and the company incurs no cash cost. Remaining ownership of 3,691 shares preserves exposure. Planned nature under Rule 10b5-1 reduces negative interpretation, so I view the filing as operationally immaterial with neutral shareholder impact.

Corporate Governance Specialist

TL;DR: Insider sale sizeable (~41% of holding) but pre-scheduled; governance risk low.

The CFO disposed of about 41 % of his direct stake, a scale investors track for sentiment. However, adherence to Rule 10b5-1 and continued ownership mitigate governance red flags. There is no indication of broader strategic shifts or compliance issues. I classify the event as not materially impactful to Netflix’s governance profile.

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).

X

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^*

Neumann Spencer Adam

(Last) (First) (Middle)

121 ALBRIGHT WAY

(Street)

LOS GATOS CA 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2025		M		2,601(1)	A	$289.29	6,292	D
Common Stock	08/01/2025		S		500(1)	D	$1,156.61(2)	5,792	D
Common Stock	08/01/2025		S		601(1)	D	$1,157.8674(3)	5,191	D
Common Stock	08/01/2025		S		100(1)	D	$1,159.95	5,091	D
Common Stock	08/01/2025		S		400(1)	D	$1,161.865(4)	4,691	D
Common Stock	08/01/2025		S		200(1)	D	$1,163.275(5)	4,491	D
Common Stock	08/01/2025		S		200(1)	D	$1,165.57(6)	4,291	D
Common Stock	08/01/2025		S		100(1)	D	$1,168.21	4,191	D
Common Stock	08/01/2025		S		200(1)	D	$1,169.93(7)	3,991	D
Common Stock	08/01/2025		S		200(1)	D	$1,171.22(8)	3,791	D
Common Stock	08/01/2025		S		100	D	$1,176.48	3,691	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$289.29	08/01/2025		M			2,601(1)	09/03/2019	09/03/2029	Common Stock	2,601	$0	304	D

Explanation of Responses:

1. Transaction made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 10/29/2024.

2. This transaction was executed in multiple trades at prices ranging from $1,156.03 to $1,156.96. 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 $1,157.36 to $1,158.33. 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 $1,161.35 to $1,162.34. 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 $1,162.90 to $1,163.65. 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 $1,165.34 to $1,165.80. 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 $1,169.75 to $1,170.11. 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 $1,170.92 to $1,171.52. 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.

Remarks:

	By: Veronique Bourdeau, Authorized Signatory For: Spencer Neumann	08/04/2025
	** 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.

FAQ

How many Netflix shares did CFO Spencer Neumann sell?

He sold 2,601 common shares on 08/01/2025.

At what prices were the NFLX shares sold?

Weighted-average sale prices ranged from $1,156.03 to $1,176.48 per share.

Did the CFO exercise options before selling?

Yes, he exercised 2,601 options at $289.29 each, then sold the resulting shares.

How many Netflix shares does the CFO now own?

After the transactions, he directly owns 3,691 shares.

Was the transaction part of a 10b5-1 trading plan?

Yes. The filing states it was executed under a Rule 10b5-1 plan adopted on 10/29/2024.