SARANDOS THEODORE A 4
4 · NETFLIX INC · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Netflix (NFLX) Co‑CEO Ted Sarandos Sells Shares After RSU Vesting
What Happened
Theodore A. "Ted" Sarandos, Co‑CEO and a director of Netflix, reported RSU vesting on May 4, 2026 and subsequent share dispositions. A total of 54,388 shares were converted from vested restricted stock units (25,920 + 14,450 + 14,018). Of those, 27,076 shares were withheld to satisfy tax obligations (valued at $92.06 each, totaling ~$2.49M) and an additional 27,312 shares were sold in open‑market transactions on May 5, 2026 for a combined ~$2.40M. Total proceeds from the reported disposals are about $4.90M. These transactions reflect RSU settlement followed by tax withholding and open‑market sales (routine monetization), not an out‑of‑pocket purchase.
Key Details
- Transaction dates: RSU settlement and tax withholding on 2026-05-04; open‑market sales on 2026-05-05. Filing date: 2026-05-05 (timely).
- Shares received from RSU conversion: 54,388 shares (25,920; 14,450; 14,018).
- Shares withheld for tax withholding: 27,076 shares at $92.06 per share, proceeds/value used to satisfy tax = ~$2,492,617.
- Open‑market sales: 27,312 shares sold at weighted avg prices ≈ $87.96–$87.98, proceeds ≈ $2,402,627. Total reported proceeds ≈ $4,895,244.
- Price notes: reported sale prices are weighted averages; execution ranges reported in footnotes were roughly $87.895 to $88.0136. The reporting person offered to provide detailed trade‑by‑trade info on request.
- Footnotes: RSUs settle one‑for‑one into common stock (F1, F6); vesting came from grants made in 2024, 2025 and 2026 with quarterly vesting schedules (F7–F9). F2 indicates shares were withheld to satisfy withholding taxes.
- Shares owned after the transactions were not included in the summary data provided.
Context
This was not a market purchase signal — it was RSU vesting followed by withholding for taxes and open‑market sales (a common way executives realize value from compensation). In SEC coding: M = exercise/conversion of derivative (RSU settlement), F = payment of tax withholding, S = open market sale. The filing appears timely (reported the day after the main transactions).
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-05-04+25,920→ 310,724 total - Exercise/Conversion
Common Stock
[F1]2026-05-04+14,450→ 325,174 total - Exercise/Conversion
Common Stock
[F1]2026-05-04+14,018→ 339,192 total - Tax Payment
Common Stock
[F2]2026-05-04$92.06/sh−12,903$1,187,850→ 326,289 total - Tax Payment
Common Stock
[F2]2026-05-04$92.06/sh−7,194$662,280→ 319,095 total - Tax Payment
Common Stock
[F2]2026-05-04$92.06/sh−6,979$642,487→ 312,116 total - Sale
Common Stock
[F3]2026-05-05$87.96/sh−13,017$1,145,030→ 299,099 total - Sale
Common Stock
[F4]2026-05-05$87.97/sh−7,256$638,338→ 291,843 total - Sale
Common Stock
[F5]2026-05-05$87.98/sh−7,039$619,259→ 284,804 total - Exercise/Conversion
Restricted Stock Units
[F6][F7]2026-05-04−25,920→ 51,860 total→ Common Stock (25,920 underlying) - Exercise/Conversion
Restricted Stock Units
[F6][F8]2026-05-04−14,450→ 86,650 total→ Common Stock (14,450 underlying) - Exercise/Conversion
Restricted Stock Units
[F6][F9]2026-05-04−14,018→ 140,180 total→ Common Stock (14,018 underlying)
Footnotes (9)
- [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]This transaction was executed in multiple trades at prices ranging from $87.895 to $88.01. 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.
- [F4]This transaction was executed in multiple trades at prices ranging from $87.9242 to $88.00 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.
- [F5]This transaction was executed in multiple trades at prices ranging from $87.9274 to $88.0136. 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.
- [F6]Each RSU represents a contingent right to receive one share of Netflix common stock.
- [F7]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).
- [F8]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).
- [F9]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).