[Form 4] NetFlix Inc Insider Trading Activity

Rhea-AI Filing Summary

Netflix (NFLX) Form 4 – insider transaction summary: Co-CEO and director Theodore A. Sarandos reported multiple transactions on 4-5 Aug 2025 related to previously granted restricted stock units (RSUs).

• RSU vesting & exercise (code M): 2,592 and 1,444 RSUs converted 1-for-1 into common shares.
• Tax withholding (code F): 1,291 and 719 shares were automatically surrendered to cover taxes at an imputed price of $1,158.60.
• Open-market sale (code S): 2,026 shares sold on 5 Aug at a weighted-average $1,160.62, generating ≈$2.35 million gross proceeds.
• Resulting ownership: Sarandos continues to hold 15,168 shares directly; derivative holdings include 12,964 and 12,998 unvested RSUs from the 2024 and 2025 grants, respectively.

The net effect of the transactions leaves the executive’s direct share count unchanged versus pre-exercise levels, suggesting the sale offset the incremental shares received after tax withholding. No new compensation plans, price-sensitive disclosures or changes in role were reported.

Positive

• None.

Negative

• Insider sale of 2,026 shares at ~$1,160 each may be perceived mildly negative, totalling ~$2.35 m, though magnitude is limited.

Insights

Equity Analyst

TL;DR: Neutral – routine RSU vest, tax withholding and small sale.

The activity is typical of executive compensation: quarterly RSU tranches vest, shares are issued, a portion is withheld for taxes, and the executive sells a like number to raise cash while maintaining exposure. The gross sale (~$2.35 m) equals roughly one day of NFLX average trading volume and <1% of Sarandos’s total equity exposure when unvested RSUs are included, so market impact should be minimal. No implication for guidance, operations or governance.

Corporate Governance Specialist

TL;DR: Standard Form 4, no red flags.

Sarandos remains compliant with Section 16 reporting timelines. Transactions occurred within a 10b5-1 plan (box checked) which mitigates concerns about information asymmetry. Post-transaction ownership aligns with Netflix’s executive stock-ownership guidelines. The absence of net share reduction supports a stable commitment signal. Overall impact on investor sentiment is negligible.

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^*

Peters Gregory K

(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
X	Officer (give title below)		Other (specify below)
	Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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	08/04/2025		M		2,592	A	(1)	15,373	D
Common Stock	08/04/2025		M		1,444	A	(1)	16,817	D
Common Stock	08/04/2025		F		1,291(2)	D	$1,158.6	15,526	D
Common Stock	08/04/2025		F		719(2)	D	$1,158.6	14,807	D
Common Stock	08/05/2025		S		2,026	D	$1,157.4351(3)	12,781	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
Restricted Stock Units	(4)	08/04/2025		M			2,592	(5)	(5)	Common Stock	2,592	$0	12,964	D
Restricted Stock Units	(4)	08/04/2025		M			1,444	(6)	(6)	Common Stock	1,444	$0	12,998	D

Explanation of Responses:

1. Reflects restricted stock units (RSUs) that following vesting, settled in shares of Netflix common stock on a one-for-one basis.

2. Shares withheld to satisfy tax withholding obligations arising out of the vesting of RSUs.

3. This transaction was executed in multiple trades at prices ranging from $1,157.435 to $1,157.4351. 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. Each RSU represents a contingent right to receive one share of Netflix common stock.

5. On January 25, 2024, the Reporting Person was granted 31,112 RSUs. Subject to the terms and conditions of the underlying award agreement, 1/12th of the RSUs vest on a quarterly basis beginning on February 3, 2024 (or, to the extent it is not a trading day, the first trading day thereafter).

6. On January 23, 2025, the Reporting Person was granted 17,330 RSUs. Subject to the terms and conditions of the underlying award agreement, 1/12th of the RSUs vest on a quarterly basis beginning on February 3, 2025 (or, to the extent it is not a trading day, the first trading day thereafter).

Remarks:

	By: Veronique Bourdeau, Authorized Signatory For: Gregory K. Peters	08/06/2025
	** 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 Co-CEO Ted Sarandos sell on 5 Aug 2025?

He sold 2,026 shares at a weighted-average price of about $1,160.62.

Did Sarandos acquire new Netflix shares in this Form 4?

Yes. 4,036 RSUs vested and converted into common shares; after 2,010 shares were withheld for taxes, the net issuance matched the shares he sold.

What is Sarandos’s current direct ownership after the transactions?

He holds 15,168 common shares directly, plus unvested RSUs detailed in the filing.

Were the sales made under a Rule 10b5-1 trading plan?

Yes, the filing indicates the transactions were executed pursuant to a pre-arranged 10b5-1 plan.

Do these transactions affect Netflix’s financial results or guidance?

No. Form 4 reports personal insider activity and does not impact the company’s financial performance or outlook.