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Netflix (NFLX) Co-CEO Sarandos reports RSU vesting and tax-share withholding

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

Rhea-AI Filing Summary

Netflix Co-CEO Theodore A. Sarandos reported routine equity compensation activity. On February 3, 2026, previously granted restricted stock units vested and settled into Netflix common stock on a one-for-one basis. The transactions reflect multiple RSU grants from 2024, 2025, and 2026 that vest quarterly.

The filing also shows shares of common stock withheld at a price of $82.76 per share to satisfy tax withholding obligations arising from the RSU vesting. A remark notes that the figures are adjusted for Netflix’s ten-for-one forward stock split effective after market close on November 14, 2025.

Positive

  • None.

Negative

  • None.
Insider SARANDOS THEODORE A
Role Co-CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 25,930 $0.00 --
Exercise Restricted Stock Units 14,440 $0.00 --
Exercise Restricted Stock Units 14,018 $0.00 --
Exercise Common Stock 25,930 $0.00 --
Exercise Common Stock 14,440 $0.00 --
Exercise Common Stock 14,018 $0.00 --
Tax Withholding Common Stock 12,908 $82.76 $1.07M
Tax Withholding Common Stock 7,189 $82.76 $595K
Tax Withholding Common Stock 6,979 $82.76 $578K
Holdings After Transaction: Restricted Stock Units — 77,780 shares (Direct); Common Stock — 283,422 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 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).
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*
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)
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 25,930 A (1) 283,422 D
Common Stock 02/03/2026 M 14,440 A (1) 297,862 D
Common Stock 02/03/2026 M 14,018 A (1) 311,880 D
Common Stock 02/03/2026 F 12,908(2) D $82.76 298,972 D
Common Stock 02/03/2026 F 7,189(2) D $82.76 291,783 D
Common Stock 02/03/2026 F 6,979(2) D $82.76 284,804 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 02/03/2026 M 25,930 (4) (4) Common Stock 25,930 $0 77,780 D
Restricted Stock Units (3) 02/03/2026 M 14,440 (5) (5) Common Stock 14,440 $0 101,100 D
Restricted Stock Units (3) 02/03/2026 M 14,018 (6) (6) Common Stock 14,018 $0 154,198 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 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).
5. 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).
6. 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:
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: Theodore A. Sarandos 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 activity did Netflix (NFLX) report for Theodore Sarandos?

Netflix reported vesting of restricted stock units for Co-CEO Theodore A. Sarandos that settled into common stock. The Form 4 also shows shares withheld to cover tax obligations tied to this vesting, with all amounts adjusted for a prior ten-for-one stock split.

What type of securities were involved in Theodore Sarandos’s 2026 Form 4 for NFLX?

The filing involves restricted stock units that convert into Netflix common stock on a one-for-one basis when they vest. Following vesting on February 3, 2026, the RSUs settled into common shares, with a portion of those shares withheld to satisfy related tax withholding obligations.

Why were some Netflix (NFLX) shares withheld in Theodore Sarandos’s Form 4?

The Form 4 states that certain Netflix common shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units. These withholding transactions used a price of $82.76 per share, reflecting shares withheld rather than open-market sales by Theodore Sarandos.

How do the restricted stock units for Netflix’s Co-CEO vest over time?

The filing explains that RSU grants from January 2024, January 2025, and January 2026 each vest in quarterly installments. Specifically, one-twelfth of each grant vests on a quarterly basis starting the February 3 following the respective grant date, subject to award agreement terms.

How did Netflix’s stock split affect the numbers in this Form 4?

The remarks section notes the transactions were adjusted for a ten-for-one forward split of Netflix common stock effective after market close on November 14, 2025. As a result, the reported share amounts reflect post-split figures for both RSUs and common stock holdings.

What is the relationship of Theodore Sarandos to Netflix (NFLX) in this filing?

The Form 4 identifies Theodore A. Sarandos as both a director and an officer of Netflix, serving as Co-CEO. The reported equity transactions therefore reflect activity by a senior executive and board member, with all positions and titles disclosed directly in the filing’s cover information.