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Netflix Co-CEO Sarandos (NASDAQ: NFLX) sells 133,162 shares, RSUs vest

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

Rhea-AI Filing Summary

NETFLIX INC Co-CEO and director Theodore A. Sarandos reported multiple equity transactions. He sold 133,162 shares of common stock on August 3–4, 2026 in open-market trades at weighted-average prices around the low-$70s, including sales made pursuant to a Rule 10b5-1 trading plan adopted on May 4, 2026. On August 3, previously granted Restricted Stock Units vested and settled into 54,388 shares of common stock on a one-for-one basis, and 27,076 shares were withheld at $71.71 per share to satisfy tax withholding obligations arising from that vesting.

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Insider SARANDOS THEODORE A
Role Co-CEO
Sold 133,162 shs ($9.73M)
Approx. gross sale proceeds $9.73M
Type Security Shares Price Value
Sale Common Stock F6 27,312 $73.3532 $2.00M
Exercise Restricted Stock Units F7, F8 25,930 $0.00 $0.00
Exercise Restricted Stock Units F7, F9 14,440 $0.00 $0.00
Exercise Restricted Stock Units F7, F10 14,018 $0.00 $0.00
Exercise Common Stock F1 25,930 -- --
Exercise Common Stock F1 14,440 -- --
Exercise Common Stock F1 14,018 -- --
Tax Withholding Common Stock F2 12,908 $71.71 $926K
Tax Withholding Common Stock F2 7,189 $71.71 $516K
Tax Withholding Common Stock F2 6,979 $71.71 $500K
Sale Common Stock F3, F4 81,891 $72.8985 $5.97M
Sale Common Stock F3, F5 23,959 $73.4768 $1.76M
Holdings After Transaction: Restricted Stock Units — 224,302 shares (Direct); Common Stock — 178,954 shares (Direct)
Footnotes (10)
  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. Transaction made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 5/4/2026.
  4. F4. This transaction was executed in multiple trades at prices ranging from $72.2201 to $73.2196. 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. F5. This transaction was executed in multiple trades at prices ranging from $73.2201 to $73.8187. 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. F6. This transaction was executed in multiple trades at prices ranging from $73.34 to $73.445. 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.
  7. F7. Each RSU represents a contingent right to receive one share of Netflix common stock.
  8. F8. 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).
  9. F9. 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).
  10. F10. 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).
Common shares sold 133,162 shares Open-market sales on August 3–4, 2026 by Co-CEO Theodore A. Sarandos
Sale price (81,891-share block) $72.8985 per share Weighted-average price for 81,891 shares sold on August 3, 2026
Sale price (23,959-share block) $73.4768 per share Weighted-average price for 23,959 shares sold on August 3, 2026
Sale price (27,312-share block) $73.3532 per share Weighted-average price for 27,312 shares sold on August 4, 2026
RSUs vested into common stock 54,388 shares RSUs settling one-for-one into Netflix common stock on August 3, 2026
Shares withheld for taxes 27,076 shares Tax withholding on RSU vesting at $71.71 per share on August 3, 2026
Restricted Stock Units financial
"Reflects restricted stock units (RSUs) that following vesting, settled in shares"
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.
Rule 10b5-1 trading plan regulatory
"Transaction made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average sale price financial
"The price reported above reflects the weighted average sale price"
tax withholding obligations financial
"Shares withheld to satisfy tax withholding obligations arising out of the vesting of RSUs"
contingent right financial
"Each RSU represents a contingent right to receive one share of Netflix common stock"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider activity did Netflix (NFLX) Co-CEO Theodore Sarandos report in this Form 4?
Theodore A. Sarandos reported selling 133,162 shares of Netflix common stock on August 3–4, 2026, alongside the vesting of 54,388 RSUs into common shares and related tax-withholding share dispositions.

How many Netflix (NFLX) shares did Theodore Sarandos sell and at what prices?
Sarandos sold 133,162 shares of Netflix common stock in open-market transactions at weighted-average prices of $72.8985, $73.4768, and $73.3532 per share, with individual trades executed within disclosed price ranges in the low $70s.

Were Theodore Sarandos's Netflix (NFLX) stock sales made under a Rule 10b5-1 trading plan?
Some reported sales were made under a Rule 10b5-1 trading plan, as noted in a footnote stating certain transactions were executed pursuant to a plan adopted by Theodore A. Sarandos on May 4, 2026.

What Restricted Stock Unit (RSU) vesting did Theodore Sarandos report for Netflix (NFLX)?
On August 3, 2026, RSUs previously granted to Sarandos vested and settled into 54,388 shares of Netflix common stock, reflecting three RSU tranches that convert on a one-for-one basis into common shares upon vesting.

How many Netflix (NFLX) shares were withheld for taxes on Theodore Sarandos's RSU vesting?
In connection with the RSU vesting, 27,076 shares of Netflix common stock were withheld at $71.71 per share to satisfy Sarandos’s tax withholding obligations arising from the vesting events.

What RSU grant schedules are disclosed for Theodore Sarandos in this Netflix (NFLX) filing?
Footnotes describe RSU grants of 311,120, 173,300, and 168,216 units from 2024–2026, each vesting 1/12 quarterly starting in early February following the grant year, subject to their respective award agreements.
SEC Form 4
FORM 4UNITED 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).
X
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/03/2026M25,930A(1)310,734D
Common Stock08/03/2026M14,440A(1)325,174D
Common Stock08/03/2026M14,018A(1)339,192D
Common Stock08/03/2026F12,908(2)D$71.71326,284D
Common Stock08/03/2026F7,189(2)D$71.71319,095D
Common Stock08/03/2026F6,979(2)D$71.71312,116D
Common Stock08/03/2026S81,891(3)D$72.8985(4)230,225D
Common Stock08/03/2026S23,959(3)D$73.4768(5)206,266D
Common Stock08/04/2026S27,312D$73.3532(6)178,954D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(7)08/03/2026M25,930 (8) (8)Common Stock25,930$025,930D
Restricted Stock Units(7)08/03/2026M14,440 (9) (9)Common Stock14,440$072,210D
Restricted Stock Units(7)08/03/2026M14,018 (10) (10)Common Stock14,018$0126,162D
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. Transaction made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 5/4/2026.
4. This transaction was executed in multiple trades at prices ranging from $72.2201 to $73.2196. 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 $73.2201 to $73.8187. 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. This transaction was executed in multiple trades at prices ranging from $73.34 to $73.445. 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.
7. Each RSU represents a contingent right to receive one share of Netflix common stock.
8. 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).
9. 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).
10. 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. Sarandos08/04/2026
** Signature of Reporting PersonDate
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