Netflix Chair Reed Hastings Cuts Direct Stake; $26M Sale Disclosed

Rhea-AI Filing Summary

Netflix (NFLX) – Form 4, 08/01/2025: Co-founder & Chairman Reed Hastings exercised 22,765 non-qualified options at an exercise price of $125.37. He immediately sold the entire exercised block plus an additional 0 shares through a Rule 10b5-1 plan, executing 23 separate trades between $1,154.70 – $1,177.74. Aggregate shares sold total 22,765, reducing his direct holdings from 23,159 to 494 shares.

Hastings continues to hold 2,154,241 shares indirectly via the Hastings-Quillin Family Trust. He also received a new grant of 54 options (strike $1,158.60, expiring 08/01/2035).

The filing signals a sizeable liquidation of ~$26.4 million of stock (based on average sale price ≈ $1,160) but, given the pre-arranged plan and large remaining indirect stake, does not materially alter his overall economic exposure. No company fundamentals are affected; the event is primarily a sentiment-driven insider-selling signal.

Insights

Sell-side Equity Analyst

TL;DR: Large but planned sale—minor fundamental impact, modestly negative sentiment.

The transaction converts low-priced options into cash and eliminates almost all of Hastings’ directly held shares. While the ~$26 mn sale may pressure near-term sentiment, it represents <1% of his total economic stake (trust holdings remain >2.1 mn shares worth ~$2.5 bn). The 10b5-1 framework and imminent option expiration (12/01/2025) mitigate concerns over insider knowledge. I view the filing as neutral-to-slightly-negative; no change to Netflix’s investment thesis.

Corporate Governance Specialist

TL;DR: Governance risk low; liquidity management action.

The synchronized exercise-and-sell limits option-related dilution and avoids headline risk of open-market disposals. Continued trust ownership suggests alignment with shareholders. Because the sale was fully disclosed under Rule 10b5-1, I classify the governance impact as immaterial.

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^*

HASTINGS REED

(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)

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

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		22,765(1)	A	$125.37	23,159	D
Common Stock	08/01/2025		S		800(1)	D	$1,155.1838(2)	22,359	D
Common Stock	08/01/2025		S		2,514(1)	D	$1,156.241(3)	19,845	D
Common Stock	08/01/2025		S		3,295(1)	D	$1,157.3022(4)	16,550	D
Common Stock	08/01/2025		S		3,136(1)	D	$1,158.0888(5)	13,414	D
Common Stock	08/01/2025		S		827(1)	D	$1,159.1443(6)	12,587	D
Common Stock	08/01/2025		S		933(1)	D	$1,160.3261(7)	11,654	D
Common Stock	08/01/2025		S		1,138(1)	D	$1,161.4668(8)	10,516	D
Common Stock	08/01/2025		S		1,555(1)	D	$1,162.6548(9)	8,961	D
Common Stock	08/01/2025		S		383(1)	D	$1,163.1672(10)	8,578	D
Common Stock	08/01/2025		S		1,175(1)	D	$1,164.2261(11)	7,403	D
Common Stock	08/01/2025		S		1,059(1)	D	$1,165.6237(12)	6,344	D
Common Stock	08/01/2025		S		587(1)	D	$1,166.8906(13)	5,757	D
Common Stock	08/01/2025		S		718(1)	D	$1,168.1352(14)	5,039	D
Common Stock	08/01/2025		S		438(1)	D	$1,169.0096(15)	4,601	D
Common Stock	08/01/2025		S		1,336(1)	D	$1,170.3029(16)	3,265	D
Common Stock	08/01/2025		S		703(1)	D	$1,171.1554(17)	2,562	D
Common Stock	08/01/2025		S		462(1)	D	$1,172.0511(18)	2,100	D
Common Stock	08/01/2025		S		531(1)	D	$1,173.4772(19)	1,569	D
Common Stock	08/01/2025		S		475(1)	D	$1,174.3664(20)	1,094	D
Common Stock	08/01/2025		S		100(1)	D	$1,175	994	D
Common Stock	08/01/2025		S		500(1)	D	$1,176.57(21)	494	D
Common Stock	08/01/2025		S		100(1)	D	$1,177.74	394	D
Common Stock								2,154,241(22)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$125.37	08/01/2025		M			22,765(1)	12/01/2015	12/01/2025	Common Stock	22,765	$0	0	D
Non-Qualified Stock Option (right to buy)	$1,158.6	08/01/2025		A		54		08/01/2025	08/01/2035	Common Stock	54	$0	54	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 $1,154.70 to $1,155.49. 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 $1,155.70 to $1,156.66. 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 $1,156.75 to $1,157.71. 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 $1,157.75 to $1,158.6562. 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 $1,158.840 to $1,159.55. 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 $1,159.85 to $1,160.72. 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 $1,161.011 to $1,161.9989. 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 $1,162.01 to $1,163.00. 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 $1,163.01 to $1,163.7559. 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 $1,164.02 to $1,164.85. 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 $1,165.0675 to $1,166.00. 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 $1,166.4147 to $1,167.33. 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.

14. This transaction was executed in multiple trades at prices ranging from $1,167.56 to $1,168.50. 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.

15. This transaction was executed in multiple trades at prices ranging from $1,168.6825 to $1,169.4656. 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 $1,169.77 to $1,170.6855. 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 $1,170.7922 to $1,171.6689. 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 $1,171.8654 to $1,172.3122. 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 $1,172.9189 to $1,173.85. 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 $1,174.00 to $1,174.83. 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. This transaction was executed in multiple trades at prices ranging from $1,176.00 to $1,176.95. 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.

22. As Trustee of the Hastings-Quillin Family Trust

Remarks:

	Veronique Bourdeau, Authorized Signatory For: Reed Hastings	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 Reed Hastings sell on 08/01/2025?

He sold 22,765 shares through multiple trades priced between $1,154.70 and $1,177.74.

What is Reed Hastings’ remaining stake in NFLX after the Form 4 filing?

He now holds 494 shares directly and 2,154,241 shares indirectly via a family trust.

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

Yes. The filing states the transactions were executed under a Rule 10b5-1 plan adopted on 08/08/2023.

Did Hastings receive any new options in this filing?

Yes, he was awarded 54 new non-qualified options with a $1,158.60 strike expiring 08/01/2035.

Does the sale affect Netflix’s financials?

No. Insider transactions only alter ownership structure; they have no direct impact on the company’s balance sheet or operations.