SARANDOS THEODORE A 4

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.