Willems Cletus R 4

What Happened
Cletus R. Willems, Netflix’s Chief Global Affairs Officer, had RSUs vest on February 3, 2026. A total of 6,157 RSUs converted into common shares. To satisfy tax withholding obligations, 3,021 shares were withheld at $82.76 per share for a total withholding of $250,018. After withholding, Willems received a net of 3,136 shares. This was a vesting/settlement of awards, not an open-market purchase or sale.

Key Details

• Transaction date: February 3, 2026; Form 4 filed February 4, 2026 (timely).
• Vesting/Conversion (code M): 6,157 RSUs converted to shares (3,160 + 1,460 + 1,537).
• Tax withholding (code F): 3,021 shares withheld (1,550 + 717 + 754) at $82.76/share = $250,018.
• Net shares delivered to insider: 3,136.
• Shares owned after transaction: not specified in the filing.
• Footnotes: RSUs settle one-for-one into common stock (F1, F3); withheld shares used to satisfy tax obligations (F2). Grants noted in filing: Apr 28, 2025 (37,910 and 16,110 RSUs) and Jan 22, 2026 (18,450 RSUs) with quarterly vesting schedules (F4–F6).
• Filing adjusted for a 10-for-1 forward stock split effective Nov 14, 2025 (remark).

Context
RSUs are a form of compensation that convert to company shares upon vesting; this filing shows settlement of vested RSUs and routine share withholding to cover tax liabilities (a common, administrative action). The derivative code M here represents conversion/settlement of the RSUs; code F reflects shares withheld for taxes. Such withholding is not the same as an open-market sale and does not necessarily indicate the insider’s view of the company’s stock.