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

Rhea-AI Filing Summary

Netflix Co-CEO and director Theodore A. Sarandos reported equity compensation activity involving Netflix common stock. On January 7, 2026, he acquired 207,420 shares at $0 per share, reflecting performance-based restricted stock units that were deemed earned and will settle one-for-one in Netflix shares. On the same date, 101,608 shares were withheld at $90.65 per share to cover tax withholding obligations arising from the vesting of those units. After these transactions, Sarandos directly held 257,492 shares of Netflix common stock. The reported amounts reflect adjustment for a ten-for-one forward stock split effective after market close on November 14, 2025.

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

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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)
01/07/2026

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	01/07/2026		A(1)		207,420	A	$0	359,100	D
Common Stock	01/07/2026		F		101,608(2)	D	$90.65	257,492	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

Explanation of Responses:

1. Reflects performance-based restricted stock units (PSUs) deemed earned upon compensation committee certification of results that will settle 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 PSUs.

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	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Netflix (NFLX) report for Theodore A. Sarandos?

Theodore A. Sarandos, Netflix's Co-CEO and director, reported equity compensation activity on January 7, 2026, including the earning of performance-based restricted stock units and related tax share withholding.

How many Netflix shares did Theodore A. Sarandos acquire in this Form 4?

Sarandos acquired 207,420 shares of Netflix common stock at $0 per share, representing performance-based restricted stock units deemed earned and settling one-for-one in Netflix shares.

Why were some Netflix (NFLX) shares sold or withheld in this insider filing?

101,608 shares of Netflix common stock were withheld at $90.65 per share to satisfy tax withholding obligations arising from the vesting of the performance-based restricted stock units.

How many Netflix shares does Theodore A. Sarandos hold after these transactions?

Following the reported transactions on January 7, 2026, Theodore A. Sarandos directly held 257,492 shares of Netflix common stock.

What are the performance-based restricted stock units (PSUs) mentioned in the Netflix Form 4?

The filing states that the transaction reflects performance-based restricted stock units (PSUs) deemed earned after compensation committee certification of results; these PSUs settle into Netflix common stock on a one-for-one basis.

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

The remarks explain that the reported share amounts are adjusted to reflect a ten-for-one forward stock split of Netflix common stock that became effective after market close on November 14, 2025.