Are Sarandos’s tax-related share dispositions in Netflix (NFLX) open-market sales?

No. The Form 4 classifies those as F-code tax-withholding dispositions, not open-market sales. Shares were withheld by Netflix to cover tax liabilities arising from RSU vesting, which is a compensation and payroll mechanism rather than a discretionary transaction in the public market.

Netflix (NFLX) co-CEO Sarandos reports 27,312-share insider sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Netflix Inc. co-CEO and director Theodore Sarandos reported a net sale of 27,312 shares of Netflix common stock in recent insider transactions. On May 5, 2026, he executed open-market sales totaling 27,312 shares at weighted average prices in the high $87 range, leaving him with 284,804 directly held shares.

On May 4, 2026, restricted stock units (RSUs) vested and converted into 54,388 shares of common stock on a one-for-one basis. Of these, 27,076 shares were withheld to cover tax obligations linked to the RSU vesting, reflecting a compensation-related event rather than open-market selling.

Insider Trade Summary

Net Seller: 27,312 shares ($2,402,627)

Net Sell 12 txns

Insider SARANDOS THEODORE A

Role Co-CEO

Sold 27,312 shs ($2.40M)

Type	Security	Shares	Price	Value
Sale	Common Stock	13,017	$87.9642	$1.15M
Sale	Common Stock	7,256	$87.9738	$638K
Sale	Common Stock	7,039	$87.9754	$619K
Exercise	Restricted Stock Units	25,920	$0.00	--
Exercise	Restricted Stock Units	14,450	$0.00	--
Exercise	Restricted Stock Units	14,018	$0.00	--
Exercise	Common Stock	25,920	$0.00	--
Exercise	Common Stock	14,450	$0.00	--
Exercise	Common Stock	14,018	$0.00	--
Tax Withholding	Common Stock	12,903	$92.06	$1.19M
Tax Withholding	Common Stock	7,194	$92.06	$662K
Tax Withholding	Common Stock	6,979	$92.06	$642K

Holdings After Transaction: Common Stock — 299,099 shares (Direct, null); Restricted Stock Units — 51,860 shares (Direct, null)

Footnotes (1)

Reflects restricted stock units (RSUs) that following vesting, settled in shares of Netflix common stock on a one-for-one basis. Shares withheld to satisfy tax withholding obligations arising out of the vesting of RSUs. This transaction was executed in multiple trades at prices ranging from $87.895 to $88.01. 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 $87.9242 to $88.00 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. This transaction was executed in multiple trades at prices ranging from $87.9274 to $88.0136. 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. Each RSU represents a contingent right to receive one share of Netflix common stock. On January 25, 2024, the Reporting Person was granted 311,120 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). On January 23, 2025, the Reporting Person was granted 173,300 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). On January 22, 2026, the Reporting Person was granted 168,216 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, 2026 (or, to the extent it is not a trading day, the first trading day thereafter).

Key Figures

Net shares sold: 27,312 shares Shares sold block 1: 7,039 shares at $87.9754 Shares sold block 2: 7,256 shares at $87.9738 +4 more

7 metrics

Net shares sold 27,312 shares Net open-market sales reported for May 5, 2026

Shares sold block 1 7,039 shares at $87.9754 Open-market sale of common stock on May 5, 2026

Shares sold block 2 7,256 shares at $87.9738 Open-market sale of common stock on May 5, 2026

Shares sold block 3 13,017 shares at $87.9642 Open-market sale of common stock on May 5, 2026

RSU conversions 54,388 shares Common shares received from RSU vesting on May 4, 2026

Tax-withholding shares 27,076 shares Shares withheld to satisfy tax obligations on May 4, 2026

Shares held after transactions 284,804 shares Direct Netflix common stock ownership after reported trades

Key Terms

Restricted Stock Units, RSUs, tax withholding obligations, weighted average sale price, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSUs financial

"Each RSU represents a contingent right to receive one share of Netflix common stock."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

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

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

contingent right financial

"Each RSU represents a contingent right to receive one share of Netflix common stock."

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 06:45 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^*

SARANDOS THEODORE A

(Last)

(First)

(Middle)

121 ALBRIGHT WAY

(Street)

LOS GATOS

CALIFORNIA

95032

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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

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

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

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	05/04/2026		M		25,920	A	⁽¹⁾	310,724	D
Common Stock	05/04/2026		M		14,450	A	⁽¹⁾	325,174	D
Common Stock	05/04/2026		M		14,018	A	⁽¹⁾	339,192	D
Common Stock	05/04/2026		F		12,903⁽²⁾	D	$92.06	326,289	D
Common Stock	05/04/2026		F		7,194⁽²⁾	D	$92.06	319,095	D
Common Stock	05/04/2026		F		6,979⁽²⁾	D	$92.06	312,116	D
Common Stock	05/05/2026		S		13,017	D	$87.9642⁽³⁾	299,099	D
Common Stock	05/05/2026		S		7,256	D	$87.9738⁽⁴⁾	291,843	D
Common Stock	05/05/2026		S		7,039	D	$87.9754⁽⁵⁾	284,804	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)
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)
Restricted Stock Units	⁽⁶⁾	05/04/2026		M			25,920	⁽⁷⁾	⁽⁷⁾	Common Stock	25,920	$0	51,860	D
Restricted Stock Units	⁽⁶⁾	05/04/2026		M			14,450	⁽⁸⁾	⁽⁸⁾	Common Stock	14,450	$0	86,650	D
Restricted Stock Units	⁽⁶⁾	05/04/2026		M			14,018	⁽⁹⁾	⁽⁹⁾	Common Stock	14,018	$0	140,180	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 $87.895 to $88.01. 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 $87.9242 to $88.00 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.

5. This transaction was executed in multiple trades at prices ranging from $87.9274 to $88.0136. 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. Each RSU represents a contingent right to receive one share of Netflix common stock.

7. On January 25, 2024, the Reporting Person was granted 311,120 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).

8. On January 23, 2025, the Reporting Person was granted 173,300 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).

9. On January 22, 2026, the Reporting Person was granted 168,216 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, 2026 (or, to the extent it is not a trading day, the first trading day thereafter).

Remarks:

	By: Veronique Bourdeau, Authorized Signatory For: Theodore A. Sarandos	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Netflix (NFLX) co-CEO Theodore Sarandos report in this Form 4?

The filing shows Theodore Sarandos executed a net sale of 27,312 Netflix common shares. He also had restricted stock units vest into common stock, with a portion of those shares withheld to cover tax obligations associated with the vesting event.

How many Netflix (NFLX) shares did Sarandos sell and at what prices?

Sarandos sold 27,312 Netflix common shares in open-market transactions. The trades were executed at weighted average prices in the high $87 range, with detailed price ranges for each sale available within the filing’s footnotes for interested shareholders or regulators.

How many Netflix (NFLX) shares does Theodore Sarandos hold after these transactions?

After the reported transactions, Sarandos holds 284,804 Netflix common shares directly. This figure reflects the net effect of RSU conversions, tax-withholding dispositions, and open-market sales reported for early May 2026 in this Form 4 filing.

What happened with Theodore Sarandos’s Netflix (NFLX) restricted stock units?

Restricted stock units vested and converted into 54,388 Netflix common shares on a one-for-one basis. Of those, 27,076 shares were withheld to satisfy tax withholding obligations, while the remaining vested shares contributed to his equity position before subsequent open-market sales.