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NFLX — filing

0001065280-26-000138 · 120,387 characters of text, split into 1 sections

Filed with the SEC · open the original

Risk factors

Item 1A. Risk Factors

What to look forWhat management is required to admit could go wrong. Written by lawyers, but the ordering and any newly added risk are informative.

There have been no material changes from the risk factors previously disclosed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Company Purchases of Equity Securities

Stock repurchases during the three months ended March 31, 2026 were as follows:

Period Total Number of Shares Purchased (1)

Average Price Paid per Share (2)

Total Number of Shares Purchased as Part of Publicly Announced Programs (1)

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)

(in thousands)

January 1 - 31, 2026 - - - $ 8,046,784

February 1 - 28, 2026 - - - $ 8,046,784

March 1 - 31, 2026 13,497,098 $ 94.14 13,497,098 $ 6,776,196

Total

13,497,098 13,497,098

(1) In September 2023, the Company's Board of Directors authorized the repurchase of up to $10 billion of its common stock, with no expiration date, and in December 2024, the Board of Directors increased the share repurchase authorization by an additional $15 billion, also with no expiration date. For further information regarding stock repurchase activity, see Note 10 Stockholders' Equity to the consolidated financial statements in this Quarterly Report.

(2) Average price paid per share includes costs associated with the repurchases but excludes the 1% excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022.

Item 5. Other Information

Rule 10b5-1 Trading Plans

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended March 31, 2026, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act ("Rule 10b5-1 Plan"), were as follows:

Name Title Action Date Adopted Expiration Date Aggregate # of Securities to be Purchased/Sold

David Hyman (1)

Chief Legal Officer Adoption 1/29/2026 2/12/2027 368,120

(1) David Hyman, Chief Legal Officer, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on January 29, 2026. Mr. Hyman's plan provides for the potential exercise of vested stock options and the associated sale of up to 368,120 shares of Netflix common stock. This figure includes 21,750 Performance Share Units ("PSUs") that are expected to vest during the term of the 10b5-1 plan, which are assumed to vest at 100% of the target award amount. The actual number of PSUs that may vest can vary between 0% - 200% of the target award of PSUs, subject to the achievement of certain performance conditions as set forth in the PSU award agreement, less shares to be withheld for tax withholding obligations. The plan expires on February 12, 2027, or upon the earlier completion of all authorized transactions under the plan.

Excerpt. This section runs to 5,630 characters — read the whole filing at the SEC.

Not found in this filing

Business, Legal proceedings, Market for the shares, Management's discussion, Market risk, Financial statements. Filers format their reports differently, and this reader would rather say it could not find a section than show you the wrong one.

Educational material, not investment advice. Nothing here is a recommendation to buy or sell anything.