SARANDOS THEODORE A 4
4 · NETFLIX INC · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Netflix (NFLX) Co-CEO Ted Sarandos Receives Shares; Taxes Withheld
What Happened
Ted Sarandos, Co-CEO and Director of Netflix (NFLX), had RSUs vest on February 3, 2026 that settled into 54,388 shares of common stock. To satisfy tax withholding obligations, 27,076 shares were withheld at $82.76 per share (total withheld ≈ $2,240,810), leaving Sarandos with a net 27,312 newly issued shares valued at roughly $2,260,340 at the same price. The filings record the RSU-to-share settlement (derivative conversion) and the share withholding for taxes.
Key Details
- Transaction date: February 3, 2026; Form 4 filed February 4, 2026 (timely).
- Gross shares issued on settlement: 54,388 shares (three derivative/RSU conversion entries).
- Shares withheld for taxes: 27,076 shares at $82.76/share, total ≈ $2,240,810 (three tax-withholding entries).
- Net shares received: 27,312 shares (54,388 − 27,076), net value ≈ $2.26M at $82.76.
- Footnotes: These were RSU settlements (each RSU = one share). Footnotes F4–F6 show the awards were recurring grants (2024, 2025, 2026) that vest quarterly (1/12th each quarter). Filing adjusted for a 10-for-1 forward split effective Nov 14, 2025.
- Transaction types: "M" entries reflect conversion/settlement of RSUs (derivative exercise), "F" entries reflect shares withheld to cover tax obligations (sell/withhold for taxes).
- Shares owned after the transaction are not provided in the supplied details.
Context
This was not an open-market sale or purchase: it was the routine settlement of vested RSUs with a sell-to-cover (share withholding) to satisfy tax liabilities. Such transactions are common for executives receiving equity compensation and do not necessarily indicate a change in conviction about the company.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-03+25,930→ 283,422 total - Exercise/Conversion
Common Stock
[F1]2026-02-03+14,440→ 297,862 total - Exercise/Conversion
Common Stock
[F1]2026-02-03+14,018→ 311,880 total - Tax Payment
Common Stock
[F2]2026-02-03$82.76/sh−12,908$1,068,266→ 298,972 total - Tax Payment
Common Stock
[F2]2026-02-03$82.76/sh−7,189$594,962→ 291,783 total - Tax Payment
Common Stock
[F2]2026-02-03$82.76/sh−6,979$577,582→ 284,804 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-02-03−25,930→ 77,780 total→ Common Stock (25,930 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5]2026-02-03−14,440→ 101,100 total→ Common Stock (14,440 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6]2026-02-03−14,018→ 154,198 total→ Common Stock (14,018 underlying)
Footnotes (6)
- [F1]Reflects restricted stock units (RSUs) that following vesting, settled in shares of Netflix common stock on a one-for-one basis.
- [F2]Shares withheld to satisfy tax withholding obligations arising out of the vesting of RSUs.
- [F3]Each RSU represents a contingent right to receive one share of Netflix common stock.
- [F4]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).
- [F5]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).
- [F6]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).