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NFLX Form 4: Sarandos sells 2,027 shares after RSU vesting

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Netflix (NFLX) Co-CEO and director Theodore A. Sarandos reported routine equity transactions. On 11/03/2025, RSU settlements resulted in the acquisition of 2,593 and 1,444 common shares (code M). To cover taxes from these vestings, the company withheld 1,291 and 719 shares at $1,118.86 per share (code F).

On 11/04/2025, Sarandos sold 2,027 shares at a weighted average price of $1,092.0763, with trades executed between $1,091.89 and $1,092.18 (code S). Following these transactions, he directly beneficially owned 15,168 shares. The RSUs settle one-for-one into common stock and vest quarterly under grants dated January 25, 2024 (31,112 RSUs) and January 23, 2025 (17,330 RSUs).

Positive

  • None.

Negative

  • None.
Insider SARANDOS THEODORE A
Role Co-CEO
Sold 2,027 shs ($2.21M)
Approx. gross sale proceeds $2.21M
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock 2,027 $1,092.0763 $2.21M
Exercise Restricted Stock Units 2,593 $1,118.86 $2.90M
Exercise Restricted Stock Units 1,444 $1,118.86 $1.62M
Exercise Common Stock 2,593 $0.00 $0.00
Exercise Common Stock 1,444 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,291 $1,118.86 $1.44M
Exercise Price or Tax Liability Common Stock 719 $1,118.86 $804K
Holdings After Transaction: Restricted Stock Units — 21,925 shares (Direct); Common Stock — 15,168 shares (Direct)
Footnotes (6)
  1. F1. Reflects restricted stock units (RSUs) that following vesting, settled in shares of Netflix common stock on a one-for-one basis.
  2. F2. Shares withheld to satisfy tax withholding obligations arising out of the vesting of RSUs.
  3. F3. This transaction was executed in multiple trades at prices ranging from $1,091.89 to $1,092.18. 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. F4. Each RSU represents a contingent right to receive one share of Netflix common stock.
  5. F5. 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. F6. 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).

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did NFLX Co-CEO Theodore Sarandos report on Form 4?
He reported RSU settlements, tax withholding share dispositions, and an open-market sale of 2,027 shares.

How many Netflix shares did Sarandos sell and at what price?
He sold 2,027 shares at a weighted average price of $1,092.0763, with trades from $1,091.89 to $1,092.18.

How many shares does Sarandos own after these transactions?
He directly beneficially owned 15,168 shares after the reported transactions.

Were shares withheld for taxes on the RSU vesting?
Yes. 1,291 and 719 shares were withheld at $1,118.86 per share to satisfy tax obligations.

What triggered the share acquisitions on 11/03/2025?
RSUs vested and settled into 2,593 and 1,444 common shares (code M), on a one-for-one basis.

What are the RSU grant schedules mentioned?
Grants dated January 25, 2024 (31,112 RSUs) and January 23, 2025 (17,330 RSUs) vest quarterly beginning on February 3 of each respective year.
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 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)
11/03/2025
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 11/03/2025 M 2,593 A (1) 17,761 D
Common Stock 11/03/2025 M 1,444 A (1) 19,205 D
Common Stock 11/03/2025 F 1,291(2) D $1,118.86 17,914 D
Common Stock 11/03/2025 F 719(2) D $1,118.86 17,195 D
Common Stock 11/04/2025 S 2,027 D $1,092.0763(3) 15,168 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) 11/03/2025 M 2,593 (5) (5) Common Stock 2,593 $1,118.86 10,371 D
Restricted Stock Units (4) 11/03/2025 M 1,444 (6) (6) Common Stock 1,444 $1,118.86 11,554 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 $1,091.89 to $1,092.18. 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: Theodore A. Sarandos 11/05/2025
** 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