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Netflix (NFLX) officer Cletus Willems logs RSU vesting and tax share withholdings

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Netflix Inc. Chief Global Affairs Officer Cletus R. Willems reported multiple RSU vestings and related share withholdings on February 3, 2026. Restricted stock units converted into common stock on a one-for-one basis in three tranches of 3,160, 1,460, and 1,537 shares.

To cover tax withholding obligations from these RSU vestings, shares of Netflix common stock were disposed of in three Form F transactions for 1,550, 717, and 754 shares at a price of $82.76 per share. The report also notes prior RSU grants and reflects a ten-for-one forward stock split effective after market close on November 14, 2025.

Positive

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Insider Willems Cletus R
Role Chief Global Affairs Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 3,160 $0.00 --
Exercise Restricted Stock Units 1,460 $0.00 --
Exercise Restricted Stock Units 1,537 $0.00 --
Exercise Common Stock 3,160 $0.00 --
Exercise Common Stock 1,460 $0.00 --
Exercise Common Stock 1,537 $0.00 --
Tax Withholding Common Stock 1,550 $82.76 $128K
Tax Withholding Common Stock 717 $82.76 $59K
Tax Withholding Common Stock 754 $82.76 $62K
Holdings After Transaction: Restricted Stock Units — 25,280 shares (Direct); Common Stock — 3,160 shares (Direct)
Footnotes (1)
  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. Each RSU represents a contingent right to receive one share of Netflix common stock. On April 28, 2025, the Reporting Person was granted 37,910 RSUs. Subject to the terms and conditions of the underlying award agreements, 1/12th of the RSUs will vest on a quarterly basis beginning on May 3, 2025 (or, to the extent it is not a trading day, the first trading day thereafter). On April 28, 2025, the Reporting Person was granted 16,110 RSUs. Subject to the terms and conditions of the underlying award agreements, 1/11th of the RSUs will vest on a quarterly basis beginning on May 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 18,450 RSUs. Subject to the terms and conditions of the underlying award agreements, 1/12th of the RSUs will 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).
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Form 4 Insider Transactions: What Each Field Means →
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*
Willems Cletus R
(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 Global Affairs Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026
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 02/03/2026 M 3,160 A (1) 3,160 D
Common Stock 02/03/2026 M 1,460 A (1) 4,620 D
Common Stock 02/03/2026 M 1,537 A (1) 6,157 D
Common Stock 02/03/2026 F 1,550(2) D $82.76 4,607 D
Common Stock 02/03/2026 F 717(2) D $82.76 3,890 D
Common Stock 02/03/2026 F 754(2) D $82.76 3,136 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 (3) 02/03/2026 M 3,160 (4) (4) Common Stock 3,160 $0 25,280 D
Restricted Stock Units (3) 02/03/2026 M 1,460 (5) (5) Common Stock 1,460 $0 10,260 D
Restricted Stock Units (3) 02/03/2026 M 1,537 (6) (6) Common Stock 1,537 $0 16,913 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. Each RSU represents a contingent right to receive one share of Netflix common stock.
4. On April 28, 2025, the Reporting Person was granted 37,910 RSUs. Subject to the terms and conditions of the underlying award agreements, 1/12th of the RSUs will vest on a quarterly basis beginning on May 3, 2025 (or, to the extent it is not a trading day, the first trading day thereafter).
5. On April 28, 2025, the Reporting Person was granted 16,110 RSUs. Subject to the terms and conditions of the underlying award agreements, 1/11th of the RSUs will vest on a quarterly basis beginning on May 3, 2025 (or, to the extent it is not a trading day, the first trading day thereafter).
6. On January 22, 2026, the Reporting Person was granted 18,450 RSUs. Subject to the terms and conditions of the underlying award agreements, 1/12th of the RSUs will 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:
Adjusted to reflect a ten-for-one forward split of the Issuer's common stock effective after market close on November 14, 2025.
By: Veronique Bourdeau, Authorized Signatory For: Cletus R Willems 02/04/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Netflix (NFLX) officer Cletus R. Willems report on February 3, 2026?

Cletus R. Willems reported RSU vestings that converted into Netflix common stock and related tax-share withholdings. Three RSU tranches delivered 3,160, 1,460, and 1,537 shares, followed by disposals of 1,550, 717, and 754 shares at $82.76 to satisfy withholding obligations.

How do the reported RSUs work in the Netflix (NFLX) Form 4 for Cletus R. Willems?

Each RSU represents a contingent right to receive one share of Netflix common stock. After vesting, the RSUs settled into common shares on a one-for-one basis, with these vestings reported as code M transactions and associated stock withheld for taxes reported under code F.

What RSU grants to Cletus R. Willems are disclosed for Netflix (NFLX)?

The filing discloses three RSU grants: 37,910 RSUs and 16,110 RSUs granted on April 28, 2025, and 18,450 RSUs granted on January 22, 2026. Each grant vests quarterly in fractions beginning on specified dates, subject to underlying award agreement terms and trading-day conditions.

Why were some Netflix (NFLX) shares disposed of at $82.76 in this Form 4?

Shares were disposed of to satisfy tax withholding obligations arising from the vesting of RSUs. The Form 4 shows three code F transactions where 1,550, 717, and 754 shares of Netflix common stock were withheld at a price of $82.76 per share for this purpose.

What does the ten-for-one stock split note mean in the Netflix (NFLX) Form 4?

The remarks state that the figures are adjusted for a ten-for-one forward split of Netflix common stock. This split became effective after market close on November 14, 2025, meaning the reported share amounts reflect the post-split share count rather than pre-split quantities.

What ongoing vesting schedules are disclosed for Cletus R. Willems’s Netflix (NFLX) RSUs?

For the 37,910 RSUs granted April 28, 2025, one-twelfth vests quarterly beginning May 3, 2025. For the 16,110 RSUs, one-eleventh vests quarterly from the same date. The 18,450 RSUs granted January 22, 2026 vest one-twelfth quarterly beginning February 3, 2026, subject to award terms.