DEF 14A of Netflix Inc, Apr 16, 2026

DEF 14A of Netflix Inc

Filed Apr 16, 2026 · FY20250001193125-26-159286

Open on EDGAR

  1. Directors Standing for Election

    Directors Standing for Election Our Board currently consists of the following 13 members: Richard Barton, Mathias Döpfner, Reed Hastings, Jay Hoag, Leslie Kilgore, Strive Masiyiwa, Ann Mather, Elinor Mertz, Greg Peters, Ambassador Susan Rice, Ted Sarandos, Brad Smith and Anne Sweeney. Ms. Mertz was appointed to the Board in June 2025. Mr. Hastings has informed the Company of his decision not to stand for re-election at the Annual Meeting. Each current director, other than Mr. Hastings, has been nominated for election at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the 12 director nominees nominated by the Board in this Proxy Statement. If any of the nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee designated by the Board to fill the vacancy. Each nominee has agreed to serve as a director of the Company if elected.

  2. Directors Standing for Election

    | Nominee | Age | Principal Occupation | | Richard Barton | 58 | co-Executive Chairman and co-founder of Zillow Group | | Mathias Döpfner | 63 | Chairman and CEO of Axel Springer SE | | Jay Hoag | 67 | General Partner, TCV | | Leslie Kilgore | 60 | Former Chief Marketing Officer of Netflix | | Strive Masiyiwa | 65 | Founder and Executive Chairman of Econet Global | | Ann Mather | 66 | Former Executive Vice President and Chief Financial Officer of Pixar | | Elinor Mertz | 49 | Chief Financial Officer of Airbnb, Inc. | | Greg Peters | 55 | co-Chief Executive Officer and President of Netflix | | Ambassador Susan Rice | 61 | Former US Permanent Representative to the United Nations | | Ted Sarandos | 61 | co-Chief Executive Officer and President of Netflix | | Brad Smith | 67 | Vice Chairman and President of Microsoft | | Anne Sweeney | 68 | Former Co-Chair, Disney Media Networks and President, Disney/ABC Television Group |

  3. Directors Standing for Election

    Each nominee has extensive business experience, education and personal skills that qualifies them to serve as an effective Board member. The specific experience, qualifications and skills of each nominee are set forth below. The Nominating and Governance Committee evaluates potential candidates for service on the Board. Mr. Hoag did not receive a majority of votes cast in his election to the Board at the 2025 annual meeting of stockholders, and in accordance with the Company’s director resignation policy, Mr. Hoag offered his resignation, conditioned upon Board acceptance. Pursuant to the Company’s director resignation policy, the Nominating and Governance Committee considered Mr. Hoag’s offer of resignation and whether to recommend that the Board accept or reject the offer. Mr. Hoag did not participate in the Nominating and Governance Committee or the Board’s determination regarding his resignation. The Nominating and Governance Committee considered a variety of factors relative to the best interests of the Company and its stockholders, as more fully described below. The Nominating and Governance Committee recommended that the Board reject Mr. Hoag’s resignation offer. On June 22, 2025, the Board rejected Mr. Hoag’s resignation. The Board, consistent with the Nominating and Governance Committee’s recommendation, determined that Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders. We believe that Mr. Hoag did not receive a majority of votes cast in his election to the Board because he attended less than 75% of the meetings of his total board and committee meetings in 2024. Upon the recommendation of the Nominating and Governance Committee to reject Mr. Hoag’s offer of resignation, the Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance record. Mr. Hoag’s attendance rate was 97% in the five years prior to 2024. The Nominating and Governance Committee and the Board noted that despite his absence from certain meetings during 2024, Mr. Hoag remained engaged with the Company and Board activities by attending meetings with senior management, engaging in pre-Board meeting memos, and helping to set agenda topics for meetings. In addition, Mr. Hoag committed to returning to his historic pattern of meeting attendance and continuing to be fully committed to the Board. In considering whether to accept or reject Mr. Hoag’s offer of resignation, the Board took into account Mr. Hoag’s valuable leadership and contributions to the Board and the Nominating and Governance Committee. Mr. Hoag is an engaged and effective lead independent director and brings strategic insights and financial experience to the Board. He is consistently prepared and contributes significantly to Board and committee discussions. He provides the Board with unique perspectives on matters such as risk management, corporate governance, talent selection and management, as well as periodically attends other committee and management meetings. In 2025, Mr. Hoag attended all Board and Nominating and Governance Committee meetings for which he was eligible to attend. He also attended all Compensation Committee and a majority of Audit Committee meetings even though he is not a member of those committees.

  4. Required Vote

    Required Vote We have implemented majority voting in uncontested elections of directors. Our Bylaws provide that in an uncontested election, each director will be elected by a vote of the majority votes cast, which includes votes to withhold authority but excludes abstentions. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained.

  5. Netflix Recommendation

    Netflix Recommendation

  6. Netflix Recommendation

    | | The Board unanimously recommends that the stockholders vote “FOR” the nominees listed above. |

  7. Who We Are

    Who We Are

  8. Board Overview

    Board Overview Our Board is composed of 13 highly experienced, talented, and qualified directors with experience as board members and executives at some of the world’s most successful companies. We believe that the Board is well situated to navigate the changing competitive terrain that Netflix operates within. The Board has led Netflix through its evolution from a US DVD-by-mail company to a global streaming company to one of the leading entertainment companies in the world, while effectively managing risk and overseeing management performance. We believe that a diverse mix of skills, experience, perspectives and backgrounds contribute to an effective Board. The composition of our Board has evolved over the past several years, and when looking to fill Board positions, we will continue to evaluate potential candidates who we believe complement and augment our current Board.

  9. Board Overview

    | | STRATEGY ALIGNMENT Our Board has the experience and expertise that aligns with these important facets of our long-term strategy |

  10. Our Directors

    Our Directors

  11. Our Directors

    | Richard Barton | INDEPENDENT DIRECTOR | Other Public Company Boards • QVC Group, Inc. (formerly Qurate Retail, Inc.) • Zillow Group, Inc. | | DIRECTOR SINCE: 2002 | AGE: 58 COMMITTEES: AUDIT | | | Why this director is valuable to Netflix Having founded successful internet-based companies (including Zillow, Expedia and GlassDoor), Mr. Barton provides strategic and technical insight to the Board, and as the Co-Executive Chairman and former Chief Executive Officer of Zillow Group, brings extensive leadership and operational experience, as well as financial acumen to the Board. In addition, Mr. Barton brings experience with respect to marketing products to consumers through the internet. Also… Mr. Barton was a venture partner at Benchmark, a venture capital firm that has been an early-stage investor in companies like Twitter, Instagram, Uber and Zillow, from 2005 to 2018. He has served on many public company boards, including Altimeter Growth Corp. from 2020 to 2021 and Altimeter Growth Corp. 2 from 2021 to 2022. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University. Career Snapshot: • Co-Executive Chairman of Zillow Group (since 2024), Co-founder and Chief Executive Officer of Zillow Group (2004-2010 and 2019-2024), Executive Chairman (2010-2019) • Co-founder and Chairman of GlassDoor (2007-2018) • Founder and Chief Executive Officer of Expedia (1996-2003) | | |

  12. Our Directors

    | Mathias Döpfner | INDEPENDENT DIRECTOR | Other Public Company Boards • Warner Music Group Corp. | | DIRECTOR SINCE: 2018 | AGE: 63 COMMITTEES: COMPENSATION | | | Why this director is valuable to Netflix As a media executive located in Germany, Mr. Döpfner brings international perspective, media experience and business acumen to the Board. Also… Mr. Döpfner has extensive experience in media and digital transformation and a strong track record of increasing revenues related to digital activities. He previously served on the boards of Vodafone Group plc from 2015 to 2018 and Time Warner Inc. from 2006 to 2018. Additionally, his relationships and honorary offices at entities including the American Jewish Committee and the steering committee of the Bilderberg conference among many others provide him with relevant insight and perspective in international media. He studied Musicology, German and Theatrical Arts in Frankfurt and Boston. Career Snapshot: • Chairman and CEO, Axel Springer SE (since 2002) • His former roles at Axel Springer SE include editor-in-chief of Die Welt (1998-2000) and as a member of the Management Board (starting in 2000) • Visiting Professor in media at University of Cambridge, St. John’s College (2010) | | |

  13. Our Directors

    | Reed Hastings* | CHAIRMAN OF THE BOARD | Other Public Company Boards • None | | DIRECTOR AND CHAIRPERSON SINCE: 1997 | AGE: 65 COMMITTEES: NONE | | | Why this director is valuable to Netflix Mr. Hastings co-founded Netflix in 1997 and effective April 17, 2025, he transitioned from Executive Chairman to Chairman of the Board and a non-executive director. He previously served as the co-Chief Executive Officer and President of Netflix for over 25 years. He deeply understands the technology and business of Netflix and brings strategic and operational insight to the Board. He is also a software engineer, holds an M.S.C.S. in Artificial Intelligence from Stanford University, and has unique management and industry insights. Also… Mr. Hastings is an active educational philanthropist: he served on the California State Board of education from 2000 to 2004, and after receiving his B.A. from Bowdoin College in 1983 served in the Peace Corps as a high school math teacher. Mr. Hastings previously served on the board of Facebook, Inc. from 2011 to 2019 and Microsoft Corporation from 2007 to 2012. He currently serves on the boards of Bloomberg LP, Anthropic PBC and numerous non-profit organizations. Career Snapshot: • CEO, Powder Mountain (2023-Present) • Co-Founder, Chief Executive Officer, President (1999-January 2023) and Chairman of Netflix (since 1997) • Founder, Pure Software (1991) through IPO (1995) and ultimate sale to Rational Software * Mr. Hastings is not standing for re-election at the Annual Meeting. | | |

  14. Our Directors

    | Jay C. Hoag | LEAD INDEPENDENT DIRECTOR | Other Public Company Boards • Peloton Interactive, Inc. • Zillow Group, Inc. | | DIRECTOR SINCE: 1999 | AGE: 67 COMMITTEES: NOMINATING AND GOVERNANCE (CHAIR) | | | Why this director is valuable to Netflix As a venture capital investor, Mr. Hoag brings strategic insights and financial experience to the Board. He has evaluated, invested in and served as a board member for numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience in helping companies shape and implement strategy provide the Board with unique perspectives on matters such as risk management, corporate governance, talent selection and management. Also… Mr. Hoag has been a technology investor and venture capitalist for more than 43 years, involved in numerous technology investments, including Actuate Software (acquired by OpenText), Airbnb, Ariba (acquired by SAP), Altiris (acquired by Symantec), BlueCoat Systems (formerly CacheFlow), C|NET, eHarmony, Electronic Arts, Encompass (acquired by Yahoo!), EXE Technologies (acquired by SSA Global), Expedia, Facebook, Fandango (acquired by Comcast), Groupon, LinkedIn, ONYX Software, Peloton, Prodege (parent company of Swagbucks & acquired by a private equity firm), RealNetworks, Sportradar, Spotify, SpringStreet (acquired by Homestore.com), Strava, TechTarget, TripAdvisor, Vacationspot.com (acquired by Expedia), Viant (acquired by iXL), and Zillow. Mr. Hoag is chair of TCV’s Investment Committee, a member of TCV’s Executive Committee, and is on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and is a Trustee Emeritus at Vanderbilt University. Previously, Mr. Hoag served on the board of directors of a number of other public and private companies, including Tripadvisor, Inc. from 2018 to 2025, Electronic Arts from 2011 to 2021, Prodege from 2014 to 2021, and TCV Acquisition Corp. from 2021 to 2023. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University. Career Snapshot: • Founding General Partner of TCV (Technology Crossover Ventures), a venture capital firm (since 1995) | | |

  15. Our Directors

    | Leslie Kilgore | INDEPENDENT DIRECTOR | Other Public Company Boards • Pinterest, Inc. | | DIRECTOR SINCE: 2012 (INDEPENDENT SINCE 2015) | AGE: 60 COMMITTEES: COMPENSATION (CHAIR) | | | Why this director is valuable to Netflix Ms. Kilgore’s experience as a marketing executive with internet retailers and consumer product companies provides a unique business perspective and her numerous managerial positions provide strategic and operational experience to the Board. Also… As our former Chief Marketing Officer, Ms. Kilgore deeply understands the Netflix business and is able to bring years of marketing experience to the Board. She holds an M.B.A. from the Stanford University Graduate School of Business and a B.S. from The Wharton School of Business at the University of Pennsylvania. She previously served on the boards of LinkedIn Corp., Medallia, Inc. from 2015 to 2021, and Nextdoor Holdings, Inc. from 2015 to 2023 and she currently serves on the boards of several other companies. Career Snapshot: • Chief Marketing Officer of Netflix (2000-2012) • Director of Marketing at Amazon (1999-2000) • Brand Manager at The Procter & Gamble Company (1992-1999) | | |

  16. Our Directors

    | Strive Masiyiwa | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2020 | AGE: 65 COMMITTEES: NOMINATING AND GOVERNANCE | | | Why this director is valuable to Netflix As the Chairman and founder of Econet, a telecommunications and technology group with operations and investments in numerous countries in Africa, LatAm, Europe and Israel, Mr. Masiyiwa provides a unique international perspective to the Board. In addition, his experience in building businesses across Africa and the world provides the Company with valuable insight as it expands globally. Also… Mr. Masiyiwa serves on several international boards including National Geographic Society, as well as the Global Advisory boards of Bank of America, Stanford University, and the Prince of Wales Trust for Africa, and is a member of the United States Holocaust Museum’s Committee on Antisemitism. He is a board member of Advanced Research and Invention Agency (ARIA) (2025-Present). He previously served as a board member of Unilever Plc from 2016 to 2024, was a board member of the Rockefeller Foundation for 15 years, is Chairman Emeritus of the Alliance for a Green Revolution in Africa (AGRA) and was previously the African Union Special Envoy to the continent’s COVID response. He received a BSc in Electrical and Electronic Engineering from the University of Wales. Mr. Masiyiwa has received honorary doctorates from Morehouse College, Yale University, Nelson Mandela University and Cardiff University. Career Snapshot: • Founder and Executive Chairman of Econet Global (1993-Present) | | |

  17. Our Directors

    | Ann Mather | INDEPENDENT DIRECTOR | Other Public Company Boards • Bumble Inc. • Pattern Group Inc. | | DIRECTOR SINCE: 2010 | AGE: 66 COMMITTEES: AUDIT (CHAIR, FINANCIAL EXPERT) | | | Why this director is valuable to Netflix Ms. Mather’s experience as an executive with several major media companies provides a unique business perspective. As a former CFO and senior finance executive at major corporations, she brings more than 20 years of financial and accounting expertise to the Board. Additionally, Ms. Mather’s numerous managerial positions and service on public company boards provides strategic, operational and corporate governance experience. Also… Ms. Mather previously served on the board of Shutterfly, Inc., a photography and image-sharing company from 2013 to 2019, Glu Mobile Inc., a publisher of mobile games from 2005 to 2021, Airbnb, Inc., an accommodations and experiences platform from 2018 to 2021, Arista Networks, Inc., a computer networking company from 2013 to 2022, Alphabet Inc. from 2005 to 2023 and Blend Labs, Inc., a financial services software company, from 2019 to 2024. She has also been an independent trustee to the board of trustees of Dodge & Cox Funds, a mutual fund, since May 2011. She received her M.A. from Cambridge University, and is an Honorary Fellow of Sidney Sussex College Cambridge. Career Snapshot: • Executive Vice President and CFO of Pixar (1999-2004) • Executive Vice President and CFO of Village Roadshow Pictures (1999) • Various executive positions at The Walt Disney Company (1993-1999) | | |

  18. Our Directors

    | Elinor Mertz | INDEPENDENT DIRECTOR | Other Public Company Boards • DoorDash, Inc. | | DIRECTOR SINCE: 2025 | AGE: 49 COMMITTEES: AUDIT | | | Why this director is valuable to Netflix Ms. Mertz has extensive experience as a public company financial professional and leader, which combined with her deep understanding of Netflix, uniquely position her to contribute to our strategic vision. Ms. Mertz has served as Chief Financial Officer at Airbnb, Inc., an accommodations and experiences platform, since March 2024. She previously served as Airbnb’s Vice President of Finance from 2019 to March 2024, and Head of Global Financial Planning & Analysis from 2013 to 2019. Prior to joining Airbnb in 2013, Ms. Mertz served as Vice President, Finance and Investor Relations at Netflix, where she held various finance roles from 2006 to 2013. Also… Ms. Mertz has served on the board of directors of DoorDash, Inc., a publicly-held food-delivery and local logistics platform, since July 2022 and Faire Wholesale, Inc., a privately-held e-commerce company, from 2022 to 2025. Ms. Mertz holds a B.A. in Science, Technology & Society from Stanford University, an M.A. in History from Stanford University, an M.I.A. (Master of International Affairs) from Columbia University, and an M.B.A. from the Stanford Graduate School of Business. Career Snapshot: • Chief Financial Officer of Airbnb, Inc. (since 2024); Vice President of Finance (2019-2024); and Head of Global Financial Planning and Analysis (2013-2019) • Vice President, Finance and Investor Relations (2011-2013) at Netflix; various other finance positions (2006-2011) | | |

  19. Our Directors

    | Greg Peters | CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY AND DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2023 | AGE: 55 COMMITTEES: NONE | | | Why this director is valuable to Netflix Mr. Peters, our co-Chief Executive Officer, has served in roles of increasing responsibility at Netflix since 2008, including Chief Operating Officer and Chief Product Officer. Mr. Peters brings to the Board a deep understanding of the Company’s business, including its technology and worldwide operations, as well as business acumen and executive leadership experience. Also… Greg previously held positions at digital entertainment software provider, Mediabolic Inc., Red Hat Network, the provider of Linux and Open Source technology, and online vendor Wine.com. He previously served on the boards of DoorDash, Inc. from 2022 to 2024, Highland Transcend Partners I Corp. from 2020 to 2022 and 2U, Inc. from 2018 to 2023. He holds a degree in physics and astronomy from Yale University. Career Snapshot: • co-Chief Executive Officer (since January 2023); Chief Operating Officer (2020-January 2023) and Chief Product Officer (2017-January 2023) and other various executive positions at Netflix • Senior Vice President of consumer electronics products for Macrovision Solutions Corp. (later renamed Rovi Corporation), a technology company | | |

  20. Our Directors

    | Ambassador Susan Rice | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2023 | AGE: 61 COMMITTEES: NOMINATING AND GOVERNANCE | | | Why this director is valuable to Netflix As a former U.S. diplomat and United Nations Ambassador, National Security Advisor and Domestic Policy Advisor to the President, Ambassador Rice brings her unique experience and expertise in international affairs, global security, governmental and public policy matters to the Board. Also… Ambassador Rice was the 2024 Bernard and Susan Liautaud Visiting Fellow at Stanford University, Distinguished Visiting Research Fellow at American University’s School of International Service, Non-Resident Senior Fellow at the Belfer Center for Science and International Affairs at Harvard’s Kennedy School of Government, Visiting Fellow at Harvard University’s Institute of Politics, Senior Fellow at the Brookings Institution, and Contributing Opinion Writer for the New York Times. She has served on numerous boards, including the John F. Kennedy Center for the Performing Arts, Bureau of National Affairs, National Democratic Institute, and the US Fund for UNICEF. She was also a board member of Netflix from 2018 to 2021. Ambassador Rice earned her master’s degree and doctorate in international relations from Oxford University, where she was a Rhodes Scholar, and her Bachelor’s degree with honors from Stanford University. Career Snapshot: • U.S. Domestic Policy Advisor (2021-2023) • U.S. National Security Advisor (2013-2017) • U.S. Permanent Representative to the United Nations (2009-2013) • Assistant Secretary of State for African Affairs (1997-2001) • Special Assistant to the President, National Security Council, The White House (1995-1997) | | |

  21. Our Directors

    | Ted Sarandos | CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY AND DIRECTOR | Other Public Company Boards • Spotify Technology S.A. | | DIRECTOR SINCE: 2020 | AGE: 61 COMMITTEES: NONE | | | Why this director is valuable to Netflix Mr. Sarandos, as co-Chief Executive Officer and former Chief Content Officer, has significant executive management and leadership experience and is integral to developing corporate strategy. His in-depth knowledge about Netflix and experience in the entertainment industry provide a unique business perspective to the Board. Also… Mr. Sarandos has been responsible for all content operations since 2000, and led the Company’s transition into original content production that began in 2013 with the launch of series such as House of Cards, Arrested Development and Orange is the New Black. With more than 20 years’ experience in home entertainment, he is recognized in the industry as an innovator in film acquisition and distribution and was named one of Time Magazine’s 100 Most Influential People of 2013. He is a Henry Crown Fellow at the Aspen Institute, a trustee of the American Film Institute, and on the boards of the Academy Museum of Motion Pictures and Exploring the Arts. Mr. Sarandos was awarded a CBE, (Commander of the British Empire) from King Charles in 2024, for extraordinary service to the creative industries in the United Kingdom. Career Snapshot: • co-Chief Executive Officer (since 2020) and Chief Content Officer of Netflix (2000-January 2023) • Executive at video distributor ETD and Video City/West Coast video, a video rental retail chain • Producer/Executive Producer for award-winning and critically acclaimed documentaries and independent films including the Emmy-nominated Outrage and Tony Bennett: The Music Never Ends. | | |

  22. Our Directors

    | Brad Smith | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2015 | AGE: 67 COMMITTEES: NOMINATING AND GOVERNANCE | | | Why this director is valuable to Netflix With a leading role at Microsoft, Mr. Smith brings broad business and international experience on a variety of issues, including government affairs and public policy to the Board. Mr. Smith also brings experience playing a key role in representing Microsoft externally and in leading Microsoft’s work on a number of critical issues, involving the intersection of technology and society, including artificial intelligence, cybersecurity, privacy, accessibility, environmental sustainability and digital safety, among others, which provides additional expertise to the Board. Also… Mr. Smith holds a B.A. in international relations and economics from Princeton, a J.D. from Columbia University School of Law and also studied international law and economics at the Graduate Institute of International Studies in Geneva. Career Snapshot: • Vice Chair and President of Microsoft (since 2021); he originally joined Microsoft in 1993 • Associate and then Partner, Covington & Burling (1986-1993) | | |

  23. Our Directors

    | Anne Sweeney | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2015 | AGE: 68 COMMITTEES: COMPENSATION | | | Why this director is valuable to Netflix Ms. Sweeney has held various senior positions with large entertainment companies, which provided her with broad strategic and operational experience. Her experience in the entertainment industry provides a unique business perspective to the Board as Netflix builds its global internet TV network. Also… Ms. Sweeney’s entertainment experience spans more than three decades, including her oversight of Disney’s cable, broadcast and satellite properties globally for 18 years. During that time, she was charged with launching and running over 118 Disney Channels in 164 countries in 34 languages, and had oversight over various ABC properties including ABC Television Network, ABC Studios and the Disney ABC Cable Networks Group. Prior to Disney, she was CEO of FX Networks, Inc. from 1993 to 1996 and spent more than 12 years at Viacom’s Nickelodeon Network. She holds an Ed. M. From Harvard University and a B.A. from the College of New Rochelle. Career Snapshot: • Various executive positions at The Walt Disney Company from 1996 to 2015, including President of the Disney Channel (1996-1998), President of Disney/ABC Cable Networks (1996-2004), and Co-chair of Disney Media Networks (2004-2015) • Chairman and CEO of FX Networks, part of the Fox Entertainment Group/21st Century Fox (1993-1996) | | |

  24. Board Skills and Experience

    Board Skills and Experience Our Board believes that having a diverse mix of directors with complementary skills, experience, and expertise is important to meeting its oversight responsibility. That diversity, combined with transparent and broad access to information and exposure to management beyond the executive officers, allows the Board to exercise effective management oversight and to ensure the care of our stockholders’ interests. Below are a number of skills that our Board members bring to Netflix. If an individual is not listed under a particular attribute, it does not signify a director’s lack of ability to contribute in such area.

  25. Board Skills and Experience

    | Leadership | | | | Experience leading an enterprise scale organization, resulting in a practical understanding of organizational behavior, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth. | Richard Barton Mathias Döpfner Reed Hastings Jay Hoag Leslie Kilgore Strive Masiyiwa Ann Mather | Elinor Mertz Greg Peters Ambassador Susan Rice Ted Sarandos Brad Smith Anne Sweeney | | Strategy | | | | Experience and expertise in identifying and developing opportunities for long-term value creation, including experience in driving innovation, opening markets, improving operations, identifying risks, and executing successfully. | Richard Barton Mathias Döpfner Reed Hastings Jay Hoag Leslie Kilgore Strive Masiyiwa Ann Mather | Elinor Mertz Greg Peters Ambassador Susan Rice Ted Sarandos Brad Smith Anne Sweeney | | Finance & Accounting | | | | Management or oversight of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes. | Richard Barton Mathias Döpfner Reed Hastings Jay Hoag | Leslie Kilgore Ann Mather Elinor Mertz Anne Sweeney | | Entertainment & Media | | | | Experience and expertise with the entertainment and media industry, resulting in a deep understanding of consumer expectations and innovations in content and delivery. | Richard Barton Mathias Döpfner Reed Hastings Leslie Kilgore | Ann Mather Greg Peters Ted Sarandos Anne Sweeney | | Demographic Diversity(1) | | | | Representation of gender, ethnic, race, geographic, cultural, or other perspectives that expand the Board’s understanding of the needs and viewpoints of our members, partners, employees, governments, and other stakeholders worldwide. | Mathias Döpfner Leslie Kilgore Strive Masiyiwa Ann Mather | Elinor Mertz Ambassador Susan Rice Anne Sweeney |

  26. Board Skills and Experience

    | (1) Self-identified characteristics of our directors include race/ethnicity (2 directors) and/or gender (5 directors). |

  27. Board Skills and Experience

    | Global Business & Government Relations | | | | Expertise in global business cultures, consumer preferences, and government relations gained through local experience in international markets or senior positions overseeing public policy. | Mathias Döpfner Strive Masiyiwa Ann Mather Elinor Mertz | Greg Peters Ambassador Susan Rice Ted Sarandos Brad Smith | | Technology | | | | Experience and expertise in technology-related business or technology functions, resulting in knowledge of how to anticipate technological trends, understand and manage technology related risks, generate disruptive innovation, and extend or create new business models. | Richard Barton Reed Hastings Jay Hoag Strive Masiyiwa | Elinor Mertz Greg Peters Brad Smith | | Marketing | | | | Experience and expertise developing strategies to grow market share, package and position product offerings, build brand awareness and equity, and enhance enterprise reputation. | Richard Barton Leslie Kilgore | Ted Sarandos | | Human Capital Management | | | | Experience and expertise related to human resource issues such as attracting and retaining talent, succession planning, engagement of employees, and the development and evolution of culture, including the alignment of culture and long-term strategy. | Reed Hastings Greg Peters | Ted Sarandos |

  28. DIRECTOR INDEPENDENCE

    DIRECTOR INDEPENDENCE The Board has determined that each of Messrs. Barton, Döpfner, Hoag, Masiyiwa and Smith, Mses. Kilgore, Mather, Mertz, and Sweeney and Ambassador Rice are independent under the applicable rules of the Securities and Exchange Commission (“SEC”) and the listing standards of the Nasdaq Stock Market; therefore, every member of the Audit Committee, Compensation Committee and Nominating and Governance Committee is an independent director in accordance with those standards. In addition, the Board determined that Mr. Haley was independent during the time he served on the Board.

  29. How We are Selected, Elected and Evaluated

    How We are Selected, Elected and Evaluated

  30. Consideration of Director Nominees

    Consideration of Director Nominees

  31. Director Qualifications

    Director Qualifications In discharging its responsibilities to nominate candidates for election to the Board, the Nominating and Governance Committee has not specified any minimum qualifications for serving on the Board. However, the Nominating and Governance Committee endeavors to evaluate, propose and approve candidates with business experience, diversity, as well as personal skills and knowledge with respect to technology, finance, marketing, financial reporting and any other areas that may be expected to contribute to an effective Board. With respect to diversity, the committee may consider such factors as diversity in viewpoint, professional experience, education, international experience, skills and other individual qualifications and attributes that contribute to board heterogeneity, including characteristics such as gender, race, and national origin.

  32. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Nominating and Governance Committee through management, current Board members, stockholders or other persons. These candidates are evaluated at meetings of the Nominating and Governance Committee as necessary and discussed by the members of the Nominating and Governance Committee from time to time. Candidates may be considered at any point during the year. The Nominating and Governance Committee considers properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Nominating and Governance Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to the Nominating and Governance Committee. The Nominating and Governance Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.

  33. How We are Paid

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Richard N. Barton | — | 407,877 | 407,877(2) | | Mathias Döpfner | — | 407,877 | 407,877(3) | | Timothy M. Haley(4) | — | 205,211 | 205,211(5) | | Jay C. Hoag | — | 407,877 | 407,877(6) | | Leslie Kilgore | — | 407,877 | 407,877(7) | | Strive Masiyiwa | — | 407,877 | 407,877(8) | | Ann Mather | — | 407,877 | 407,877(9) | | Elinor Mertz(10) | | 202,032 | 202,032(11) | | Susan E. Rice | 25,000 | 373,592 | 398,592(12) | | Bradford L. Smith | — | 407,877 | 407,877(13) | | Anne M. Sweeney | — | 407,877 | 407,877(14) |

  34. How We are Paid

    (1) Option awards reflect the monthly grant of stock options to each non-employee director on the dates and at the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 as shown below. Only options to purchase whole shares are granted with any remaining amount of the grant value carried over to the next monthly grant. For a discussion of the assumptions made in the valuation reflected in the Option Awards column, see footnote 2 to the Summary Compensation Table. |

  35. How We are Paid

    | Grant Date | Fair Value ($) | | 1/2/2025 | 34,113 | | 2/3/2025 | 33,946 | | 3/3/2025 | 33,765 | | 4/1/2025 | 34,443 | | 5/1/2025 | 34,520 | | 6/2/2025 | 34,424 | | 7/1/2025 | 33,961 | | 8/1/2025 | 33,521 | | 9/2/2025 | 33,175 | | 10/1/2025 | 34,264 | | 11/3/2025 | 33,385 | | 12/1/2025 | 34,360 |

  36. How We are Paid

    | (2) Aggregate number of option awards outstanding held by Mr. Barton at December 31, 2025 was 145,211.

  37. How We are Paid

    | (3) Aggregate number of option awards outstanding held by Mr. Döpfner at December 31, 2025 was 66,361.

  38. How We are Paid

    | (4) Mr. Haley served on the Board through June 5, 2025

  39. How We are Paid

    | | (5) Aggregate number of option awards outstanding held by Mr. Haley at December 31, 2025 was 218,67

  40. How We are Paid

    | | (6) Aggregate number of option awards outstanding held by Mr. Hoag at December 31, 2025 was 16,3

  41. How We are Paid

    . | | (7) Aggregate number of option awards outstanding held by Ms. Kilgore at December 31, 2025 was 101,

  42. How We are Paid

    1. | | (8) Aggregate number of option awards outstanding held by Mr. Masiyiwa at December 31, 2025 was 38

  43. How We are Paid

    01. | | (9) Aggregate number of option awards outstanding held by Ms. Mather at December 31, 2025 was 12

  44. How We are Paid

    731. | | (10) Ms. Mertz was appointed to the Board on June 22

  45. How We are Paid

    2025. | | (11) Aggregate number of option awards outstanding held by Ms. Mertz at December 31, 2025 wa

  46. How We are Paid

    3,212. | | (12) Aggregate number of option awards outstanding held by Ambassador Rice at December 31, 2025 w

  47. How We are Paid

    6,230. | | (13) Aggregate number of option awards outstanding held by Mr. Smith at December 31, 2025 wa

  48. How We are Paid

    260,141. | | (14) Aggregate number of option awards outstanding held by Ms. Sweeney at December 31, 2025

  49. Agreements with Directors and Executive Officers

    Agreements with Directors and Executive Officers We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us. In 2025, Mr. Sarandos’ son, a working film editor, was engaged to serve as an editor on various Netflix content productions. His total compensation in fiscal year 2025 exceeded the $120,000 reporting threshold. The compensation he received was consistent with the level and type of compensation provided to other employees in similar positions and in accordance with relevant union fee rates. In 2025, Mr. Sarandos’ wife, an award-winning producer, was engaged to serve as a producer on two Netflix content productions. The compensation structures for her engagements were consistent with industry practice and with the compensation of other producers on the same productions. For producers that work on Netflix productions, compensation structure varies depending on the production, and other than any development fee that may be applicable, producer fees are contingent upon a production being greenlit. For one production, she is eligible to be compensated up to $500,000, contingent upon the production meeting certain milestones. To date, she has received $6,250 on this production. For a second production, she is eligible to be compensated up to $800,000, contingent upon the production meeting certain milestones. To date, she has not received any compensation on the second production. To the extent either one or both of the productions are not greenlit, she may not receive any further compensation.

  50. Compensation Philosophy

    | • | Align with Stockholder Interests: The 2025 compensation structure is intended to promote strong alignment with stockholders’ interests by emphasizing performance-based incentives and long-term equity awards with multi-year vesting or performance requirements. |

  51. Role of the Compensation Consultant

    Role of the Compensation Consultant In determining executive compensation for 2025, the Compensation Committee retained Compensia to advise on executive and director compensation matters. Compensia provided various services to the Compensation Committee during 2025, including the review, analysis and update of our compensation peer group; the review and analysis of our Named Executive Officer compensation against competitive market data based on the companies in our compensation peer group; the analysis of potential and actual executive compensation program changes for 2026; the review and analysis of our non-employee director compensation; and support on other ad hoc matters. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the Nasdaq listing standards, and concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.

  52. Peer Group and Benchmarking

    Peer Group and Benchmarking The Compensation Committee works with Compensia in determining an appropriate peer group of companies each year. After review of the revenue, market capitalization, geographic and industry criteria used to evaluate current and potential peer companies, respectively, the Compensation Committee determined that no changes were needed to the peer group for 2025. Accordingly, the compensation peer group for 2025 was composed of the following companies:

  53. 2025 Netflix Peer Group

    2025 Netflix Peer Group

  54. 2025 Netflix Peer Group

    | Adobe, Inc. | Paramount Global | | AT&T Inc. | PayPal Holdings, Inc. | | Booking Holdings Inc. | Salesforce, Inc. | | Charter Communications, Inc. | ServiceNow, Inc. | | Comcast Corporation | Sirius XM Holdings, Inc. | | Electronic Arts Inc. | Tesla, Inc. | | Fox Corporation | The Walt Disney Company | | Mastercard Incorporated | Verizon Communications Inc. | | Meta Platforms, Inc. | Visa Inc. | | Oracle Corporation | Warner Bros. Discovery |

  55. 2025 Netflix Peer Group

    With respect to each of our Named Executive Officers, in determining compensation, the Compensation Committee considered our compensation philosophy as described above, comparative market data and specific factors relative to each Named Executive Officer’s responsibilities and performance. We do not specifically benchmark compensation for our Named Executive Officers in terms of picking a particular percentile relative to other individuals with similar titles at peer group companies. The Compensation Committee believes that many subjective factors unique to each Named Executive Officer’s responsibilities and performance are not adequately reflected or otherwise accounted for in a percentile-based compensation determination.

  56. Elements of the 2025 Executive Compensation Program

    | • | Annual Performance-Based Cash Bonus Program (the “Bonus Program”): The Compensation Committee granted all Named Executive Officers target bonus opportunities at 200% of base salary for 2025. The Bonus Program aims to align pay with performance by awarding cash bonuses only upon the achievement of defined performance targets. For the 2025 Bonus |

  57. Elements of the 2025 Executive Compensation Program

    | Program, the Compensation Committee used the following performance metrics: F/X Neutral Revenue and F/X Neutral Operating Margin, as they represent key performance indicators that are directly impacted by Named Executive Officers’ decision-making. The Compensation Committee set targets at levels it considered to be appropriately rigorous for the year, including requiring growth in revenue compared to the prior year. For details on 2025 performance, see “2025 Annual Performance-Based Cash Bonus Program.” |

  58. Elements of the 2025 Executive Compensation Program

    | • | PSU and RSU Awards: For 2025, we completed the transition of our executive long-term incentive program to PSUs and RSUs. Consistent with 2024, the Compensation Committee granted an equal mix of PSU awards (at target performance) and RSU awards for 2025, but for 2025, PSUs featured a single three-year performance period. As a reminder, to facilitate the transition of our program from stock options to RSUs and PSUs, the PSUs granted in 2024 featured three equal tranches with one, two and three-year performance periods, respectively. |

  59. Elements of the 2025 Executive Compensation Program

    | • | Performance-Based Restricted Stock Units Are Tied to Relative TSR Performance Metric: The PSU awards (weighted 50% of long-term equity awards) are intended to promote pay-for-performance and alignment with stockholder interests. The Compensation Committee selected Company TSR relative to the TSR of the companies in the S&P 500 as the performance metric for PSUs to incentivize long-term, above market performance over a single three-year performance period and strongly align Named Executive Officers’ long-term incentive compensation opportunities with the creation of long-term stockholder value. The Compensation Committee believes the S&P 500 is the appropriate index for comparison given our unique position across both the technology and entertainment industries. Consistent with this intent, the 2024 and 2025 PSUs require outperformance at the 55th percentile of the S&P 500 to earn target payouts. See “Long-Term Equity Incentive Awards and Results” for additional details. |

  60. Elements of the 2025 Executive Compensation Program

    | • | Time-Based Restricted Stock Unit Awards with a Three-Year Vesting Term: The RSU awards (weighted 50% of long-term equity awards) are intended to retain, reward and incentivize the Named Executive Officers in the form of long-term compensation. The Compensation Committee reviewed equity award grant practice trends and market data and determined that RSU awards vesting quarterly over a three-year period continue to be the best incentive structure for our Named Executive Officers to reward performance over time and achieve our retention objectives. |

  61. 2025 Annual Performance-Based Cash Bonus Program

    2025 Annual Performance-Based Cash Bonus Program The Compensation Committee granted all Named Executive Officers target bonus opportunities at 200% of base salary for 2025. The Compensation Committee used the following performance metrics: F/X Neutral Revenue and F/X Neutral Operating Margin, as they represent key performance indicators that are directly impacted by Named Executive Officers’ decision-making. Consistent with 2024, the F/X Neutral Operating Margin metric was weighted 65% to emphasize the relative importance of F/X Neutral Operating Margin to our overall business strategy as margin improvement is key to our Company performance and enhancing stockholder value, and F/X Neutral Revenue was weighted 35%. F/X Neutral Revenue and F/X Neutral Operating Margin are non-GAAP measures and are calculated as follows: F/X Neutral Revenue(1) is calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period and excludes the impact of hedging gains or losses realized as revenues. F/X Neutral Operating Margin(1) is computed by dividing Adjusted Operating Profit by Adjusted Revenue.

  62. 2025 Annual Performance-Based Cash Bonus Program

    | • | Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses are calculated using foreign exchange rates as of the beginning of the fiscal year, excluding the foreign exchange impact on content amortization as titles are amortized at a historical blended rate based on the timing of spend. |

  63. 2025 Annual Performance-Based Cash Bonus Program

    | • | Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year and excludes the impact of hedging gains or losses realized as revenues from cash flow hedges entered into after January 1. |

  64. 2025 Annual Performance-Based Cash Bonus Program

    When setting the goals for F/X Neutral Revenue and F/X Neutral Operating Margin, the Compensation Committee considered the Company’s business forecast for the year, the likelihood of a range of scenarios for F/X Neutral Revenue and F/X Neutral Operating Margin and factors that were projected to have an impact, including fluctuations in memberships and scaling advertising revenue. Based on these considerations, in the first quarter of 2025, the Compensation Committee set annual performance goals at levels they considered appropriately rigorous for the year and required growth compared to the prior year. The table below shows the payout that could be earned at various performance achievements under the Bonus Program. Linear interpolation is used for achievement between target and maximum, mid-point and target, and threshold and mid-point, for the F/X Neutral Revenue metric, and achievement between target and maximum, mid-point and target, and threshold and mid-point, for the F/X Neutral Operating Margin metric. Achievement below the threshold levels would result in no payout, and achievement at or above the maximum levels was capped at 200% of target. In January 2026, the Compensation Committee certified the achievement of F/X Neutral Revenue at approximately $44.53 billion, which exceeded our target, resulting in a 138.00% payout. F/X Neutral Operating Margin was certified at approximately 28.10%, which exceeded our target, resulting in a 106.57% payout. This resulted in a total payout of approximately 117.57% of the target bonus amounts, determined using a 35% weighting for F/X Neutral Revenue and a 65% weighting for F/X Neutral Operating Margin, as follows:

  65. 2025 Annual Performance-Based Cash Bonus Program

    | (1) Revenues denominated in Argentine peso (“ARS”) were excluded from the 2025 targets for F/X Neutral Revenue and Adjusted Revenue (which is an input to the calculation of F/X Neutral Operating Margin) due to the unusual and material adverse F/X impact from ARS which resulted from: (1) price increases in Argentina due to local inflation, and (2) the significant devaluation of ARS relative to the U.S. dollar. For the avoidance of doubt, Adjusted Operating Expenses (which is an input to the calculation of F/X Neutral Operating Margin) includes expenses transacted in Argentine pesos and content cash flow hedge impacts. However, these expense amounts were not expected to have, and did not have, a material impact on either of the 2025 Bonus Program performance metrics. |

  66. 2025 Annual Performance-Based Cash Bonus Program

    Amounts earned were paid in 2026 following the completion of the 2025 performance period and the Compensation Committee’s certification of the 2025 Bonus Program’s results. In connection with Mr. Hastings’ transition to a non-executive director role, he forfeited his opportunity to earn a bonus award for the 2025 performance period. Mr. Willems’ bonus actually paid, as reflected in the Summary Compensation Table, was prorated to reflect his April 2025 start date.

  67. Long-Term Equity Incentive Awards and Results

    Long-Term Equity Incentive Awards and Results The Compensation Committee established the following target values for each Named Executive Officer’s equity awards, which were flat relative to 2024 for continuing Named Executive Officers, based on the considerations discussed in “Determining Executive Compensation” above. The value of the target PSU awards and target RSU awards differs from the value of stock awards reported in the Summary Compensation Table because the Summary Compensation Table reflects the grant date fair value of the awards measured in accordance with ASC 718.

  68. Long-Term Equity Incentive Awards and Results

    | Named Executive Officer | Target PSU Value ($) | Target RSU Value ($) | Target Total Long-Term Incentive Grant Value ($) | | Ted Sarandos | 15,500,000 | 15,500,000 | 31,000,000 | | Greg Peters | 15,500,000 | 15,500,000 | 31,000,000 | | Reed Hastings(1) | 350,000 | 350,000 | 700,000 | | Spencer Neumann | 5,250,000 | 5,250,000 | 10,500,000 | | David Hyman | 3,250,000 | 3,250,000 | 6,500,000 | | Clete Willems(2) | 1,700,000 | 1,700,000 | 3,400,000 |

  69. Long-Term Equity Incentive Awards and Results

    | (1) Effective April 17, 2025, Mr. Hastings transitioned from Executive Chairman to Chairman of the Board and non-executive director. In connection with his transition, Mr. Hastings forfeited all 8,610 unvested PSU awards and 7,710 unvested RSU awards, which had a value of approximately $827,963 and $741,417, respectively, based on the closing price on April 16, 2025. |

  70. Long-Term Equity Incentive Awards and Results

    | (2) Reflects the annual long-term incentive awards granted to Mr. Willems. See “2025 Leadership Changes” above for a description of Mr. Willems’ new hire awards. |

  71. RSU Awards Granted

    RSU Awards Granted RSU awards (weighted 50% of long-term equity awards in 2025) serve to retain, reward and incentivize the Named Executive Officers in the form of long-term compensation. The Compensation Committee reviewed equity award grant practice trends and market data and determined that RSU awards vesting quarterly over a three-year period continue to be the best incentive structure for our Named Executive Officers to reward performance over time and achieve our retention objectives. The number of RSUs granted to each Executive Officer in 2025 was determined by dividing the target value of the award by the 30-trading day average price, rounded up to the nearest whole share. The full denominator of the formula to determine the number of RSUs is the Company’s average closing share price during the 30-trading day period immediately preceding the grant date (the “30-trading day average price”), unless there is a 10% or greater difference between the 30-trading day average price and the Company’s closing share price on the grant date, in which case the Company’s average closing share price during the 5-trading day period immediately preceding the grant date (the “5-trading day average price”) is used. The 30-day trading average price was the denominator applicable to the 2025 RSU grants to our Named Executive Officers, as well as the target number of shares subject to the PSU Awards described below.

  72. PSU Awards Granted

    PSU Awards Granted PSU awards (weighted 50% of long-term equity awards in 2025) promote pay-for-performance and alignment with stockholder interests. The Compensation Committee selected Company TSR relative to the TSR of the companies in the S&P 500 as the performance metric to incentivize successful execution of our strategic initiatives, which we consider to be critical to our ability to create long-term stockholder value and deliver above market performance. We believe the relative TSR metric also supports a strong alignment of Named Executive Officers’ long-term incentive compensation opportunities with the creation of long-term stockholder value. Consistent with this intent, the 2025 PSUs require outperformance at the 55th percentile of the S&P 500 to earn target payouts. The Compensation Committee believes the S&P 500 is the appropriate index for comparison given our unique position across both the technology and entertainment industries. The PSU awards granted in 2025 are eligible to vest based on relative TSR performance during a three-year performance period, from January 1, 2025 to December 31, 2027. Subject to the terms of the award agreements, between zero and 200% of the target number of PSUs will vest at the end of the three-year performance period, depending on the Company’s relative TSR performance, as set forth below.

  73. Prior Year PSU Awards Earned

    Prior Year PSU Awards Earned To facilitate our transition to use of PSU awards, the PSU awards granted in 2024 were eligible to vest in three equal tranches based on performance during three performance periods that were one, two and three-years in length. Accordingly, the performance period for the second tranche of the 2024 PSU awards – from January 1, 2024 to December 31, 2025 – concluded during 2025. The Company achieved a relative TSR at the 92nd percentile, resulting in a payout percentage of 200% for the second tranche of PSU awards granted in January 2024.

  74. Termination-Based Compensation and Change in Control Retention Incentives

    Termination-Based Compensation and Change in Control Retention Incentives Messrs. Sarandos, Peters, Neumann, Hyman and Willems participate in the Executive Officer Severance Plan, as it may be amended or restated from time to time. Mr. Hastings also participated in the Executive Officer Severance Plan prior to his transition to Chairman of the Board and non-executive director in April 2025 and he did not receive any severance thereunder. Under the Executive Officer Severance Plan that was in effect for 2025, if a Named Executive Officer experienced a termination of employment from the Company without cause or resigned for good reason, in each case, within 3 months prior to or 24 months following a change in control (the “change in control protection period”), they were eligible to receive the following, payable no later than two and one half months following the later of the date of their termination of employment or a change in control: (i) a cash lump sum equal to two times the sum of their (a) annual base salary and (b) target annual bonus under the Bonus Program; (ii) a pro-rata lump sum cash bonus, based on target performance under the Bonus Program, but pro-rated for the number of days that the participant was employed during the performance period; and (iii) a cash lump sum for twenty-four months of continued health, dental and vision benefits for the participant and their covered dependents. Alternatively, if a participant had their employment terminated without cause outside of the change in control protection period, they would have been entitled to receive (i) a lump sum cash payment equal to the sum of their (a) annual base salary, (b) target annual bonus under the Bonus Program and (c) target annual equity award opportunity for RSUs and PSUs (at target) payable no later than two and one half months following their termination of employment and (ii) a pro-rata bonus under the Bonus Program (“Pro Rata Bonus”), based on actual performance as determined at the end of the performance period and paid at the time when bonuses are paid to actively employed executives, but pro-rated for the number of days that the participant was employed during the performance period. PSUs and RSUs held by Named Executive Officers also contain certain acceleration provisions (with the terms “cause”, “change in control protection period”, “disability” and “good reason” defined in the applicable award agreement). As described under the heading “Potential Payments upon Termination or Change in Control—Amended and Restated Executive Officer Severance Plan”, the Executive Officer Severance Plan was amended effective January 1, 2026, as were the Named Executive Officers’ outstanding RSU and PSU awards, which contain termination protections. Such discussion under the “Potential Payments upon Termination or Change in Control” section is incorporated by reference herein. For purposes of the Executive Officer Severance Plan, each of the terms “change in control”, “cause” and “good reason” are defined in the Executive Officer Severance Plan, as it may be amended from time to time. Please see Exhibit 10.3 to the Company’s Form 8-K filed on December 8, 2023 and Exhibit 10.1 to the Company’s Form 8-K filed on November 4, 2025 for copies of the Executive Officer Severance Plan that was in effect for 2025 and the Executive Officer Severance Plan that was amended effective January 1, 2026, respectively. The Bonus Program’s plan document provides for a prorated bonus in the event of an involuntary termination (other than for cause) based on the number of calendar days a participant was actively employed during a given performance period. Each of the terms “cause,” “participant” and “performance period” are defined in the Bonus Program’s plan document, a copy of which is attached as Exhibit 10.1 to the Company’s Form 8-K filed on December 9, 2022. However, the Executive Officer Severance Plan provides that such prorated bonus will not apply to the extent it is duplicative with any pro-rata bonus provided under the Executive Officer Severance Plan. We believe that our severance benefits offered to Named Executive Officers are consistent with similar benefits offered to similarly-situated executive officers of similarly situated companies and moreover, that they are an important mechanism for attracting and retaining outstanding performers.

  75. Equity Grant Practices

    Equity Grant Practices We generally grant equity awards to employees, including our Named Executive Officers, on a pre-established schedule and do not grant any form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity award grant dates. Historically, a core component of our executive compensation program consisted of monthly stock option grants to our Named Executive Officers on a formulaic basis based on a stock option allocation amount that the Compensation Committee approved during the December of the prior calendar year. For example, the Compensation Committee approved the stock option allocation amount for each Named Executive Officer’s 2023 compensation in December 2022, with stock options for the 2023 compensation year granted beginning in February 2023 through January 2024. We granted stock options on the first trading day of each such month, with the number of options granted based on (a) the closing stock price on that trading day and (b) the stock option allocation amount approved in December 2022. Please see the discussion about stock options under the heading “Elements of the Prior Executive Compensation Program” in our proxy statement filed on April 18, 2024 for additional details about the formula we used to grant options. In 2024, we transitioned from the stock option allocation program to granting RSUs and PSUs to our Named Executive Officers. Our Compensation Committee approved the 2025 target dollar value of the RSU and PSU grants to our Named Executive Officers in December 2024 and specified that the grant date for such awards be the second business day following the January 2025 earnings release. In December 2024, the Compensation Committee also approved the formula for converting the target dollar value of the RSU and PSU grants into a number of RSUs and PSUs. During 2025, we did not grant options to our Named Executive Officers, except to Mr. Hastings for his non-employee director service. As described under “Proposal 1: Our Board of Directors—Election of Directors—How We are Paid,” the Director Equity Compensation Plan provides for a monthly grant of stock options to non-employee directors of the Company. Stock option awards are granted on the first trading day of each month. Set forth below are the option awards granted to Mr. Hastings, in his capacity as Chairman and non-executive director of the Board, in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K disclosing material nonpublic information and ending one business day after the filing or furnishing of such report with the SEC.

  76. Equity Grant Practices

    | Name | Grant date | Number of securities underlying the award | Exercise price of the award ($/Sh) | Grant date fair value of the award ($) (1) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day immediately following the disclosure of material nonpublic information (%) | | REED HASTINGS | 11/03/2025 | 570 | 110.01 | 33,981 | -0.15% | | REED HASTINGS | 12/01/2025 | 576 | 109.13 | 34,064 | -6.23% |

  77. Equity Grant Practices

    | (1) Dollar amounts in the “Grant date fair value of the award” column reflect the grant date fair value with respect to stock options computed in accordance with FASB ASC Topic 718. The grant date fair value for stock options is calculated using a lattice-binomial model and incorporates assumptions such as expected volatility, risk-free interest rate, suboptimal exercise factor, and dividend yield. |

  78. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth information concerning the compensation paid to our Named Executive Officers in 2025, 2024, and 2023, other than for Mr. Willems, who joined the Company in April 2025.

  79. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | TED SARANDOS co-Chief Executive Officer and President | 2025 | 3,000,000 | — | 41,398,424 | — | 7,053,958 | 2,453,590(5) | 53,905,972 | | | 2024 | 3,000,000 | — | 42,707,872 | 2,253,067 | 12,000,000 | 1,961,458 | 61,922,397 | | | 2023 | 3,000,000 | — | — | 28,308,620 | 16,541,385 | 1,984,931 | 49,834,936 | | GREG PETERS co-Chief Executive Officer and President | 2025 | 3,000,000 | — | 41,398,424 | — | 7,053,958 | 1,734,925(6) | 53,187,307 | | | 2024 | 3,000,000 | — | 42,707,872 | 1,951,611 | 12,000,000 | 613,091 | 60,272,574 | | | 2023 | 2,890,385 | — | — | 22,667,588 | 13,938,549 | 620,602 | 40,117,124 | | REED HASTINGS(7) Former Executive Chairman of the Board | 2025 | 33,846 | — | 936,421 | 271,234 | — | 612(8) | 1,242,113 | | | 2024 | 100,000 | — | 965,039 | 281,697 | 400,000 | 2,215 | 1,748,951 | | | 2023 | 510,962 | — | — | 10,643,357 | — | 136,092 | 11,290,411 | | SPENCER NEUMANN Chief Financial Officer | 2025 | 2,000,000 | — | 14,022,432 | — | 4,702,639 | 108,979(9) | 20,834,050 | | | 2024 | 1,500,000 | — | 14,465,668 | 788,598 | 6,000,000 | 147,331 | 22,901,597 | | | 2023 | 7,000,000 | — | — | 9,907,780 | — | 94,073 | 17,001,853 | | DAVID HYMAN Chief Legal Officer | 2025 | 2,000,000 | — | 8,681,008 | — | 4,702,639 | 17,134(10) | 15,400,781 | | | 2024 | 1,500,000 | — | 8,955,597 | 788,598 | 6,000,000 | 15,647 | 17,259,842 | | | 2023 | 4,000,000 | — | — | 9,664,029 | — | 16,044 | 13,680,073 | | CLETE WILLEMS(11) Chief Global Affairs Officer | 2025 | 761,539 | 2,750,000(12) | 8,865,531 | — | 1,917,130 | 39,895(13) | 14,334,095 |

  80. Summary Compensation Table

    | (1) Dollar amounts in the Stock Awards column reflect the grant date fair value of the RSU and PSU awards, computed in accordance with FASB ASC Topic 718. The grant date fair value for RSUs is based on the closing price of the Company’s common stock on the date of grant. The grant date fair value for PSUs is calculated using a Monte-Carlo model for each award on the date of grant, as determined under FASB ASC 718, based on the probable outcome of the performance condition as of the grant date and incorporates assumptions such as the term of the performance period, expected volatilities, risk-free interest rate, and dividend yield. Since the performance criteria underlying the PSUs, relative TSR, is considered a market condition as opposed to a performance condition for accounting purposes, the expense associated with those awards is not subject to fluctuation based on the actual outcome. Therefore, the amounts reported in this column reflect the maximum expense value. |

  81. Summary Compensation Table

    | (2) The Named Executive Officers were granted stock options as part of the compensation program in effect for 2023. Under that program, stock options for a given compensation year were granted beginning in February and through January of the next calendar year. The amounts in the Option Awards column for rows in 2024 reflects the option grants in January 2024 under the 2023 compensation program. The options granted to the co-CEOs and Mr. Hastings for the 2023 compensation year, which includes the stock options granted in January 2024, had a one-year vesting period, and options granted to the other Named Executive Officers were vested upon grant. Options are exercisable up to 10 years following grant, regardless of employment status. Dollar amounts in the Option Awards column reflect the grant date fair value with respect to stock options during the respective fiscal year, computed in accordance with FASB ASC Topic 718. The grant date fair value for stock options is calculated using a lattice-binomial model and incorporates assumptions such as expected volatility, risk-free interest rate, suboptimal exercise factor, and dividend yield. Mr. Hastings’ options reported for 2025 were granted for his non-employee director service in accordance with the Director Compensation Plan following his transition from Executive Chairman to Chairman of the Board and non-executive director. |

  82. Summary Compensation Table

    | (3) Amounts listed in this column are reflective of actual bonus amounts earned under the 2025 Bonus Program for performance during 2025. The 2025 Bonus Program bonuses paid out at approximately 117.57% of target. Further information about the Bonus Program is available in the section above entitled “Compensation Discussion and Analysis.” |

  83. Summary Compensation Table

    | (4) We permit our Named Executive Officers and their family members and guests to use our corporate aircraft for personal use. Personal use of company aircraft is calculated based upon our actual aggregate incremental cost to operate the aircraft, including fuel, engine maintenance programs, landing and handling fees, and crew travel costs, as well as other variable costs. |

  84. Summary Compensation Table

    | (5) Includes $14,000 representing our matching contribution made under our 401(k) plan, $89,374 for car services, $532,934 for personal use of company aircraft, $1,806 in cash in lieu of health benefits that were not utilized, $350 reimbursed by the Company for tax preparation related to business travel, and $1,815,126 in residential security costs paid to a third-party provider by the Company valued on the basis of aggregate incremental cost to the Company. The Compensation Committee approved the residential security costs after considering the potential security concerns related to Mr. Sarandos’ service as an executive officer and believes the security costs are a necessary and appropriate business expense. |

  85. Summary Compensation Table

    | (6) Includes $1,297,623 for personal use of company aircraft, $286,474 for car services, $350 reimbursed by the Company for tax preparation related to business travel, and $150,478 in residential security costs paid to a third-party provider by the Company valued on the basis of aggregate incremental cost to the Company. The Compensation Committee approved the residential security costs after considering the potential security concerns related to Mr. Peters’ service as an executive officer and believes the security costs are a necessary and appropriate business expense. |

  86. Summary Compensation Table

    | (7) Effective April 17, 2025, Mr. Hastings transitioned from Executive Chairman to Chairman of the Board and non-executive director. Upon Mr. Hastings’ transition to Chairman of the Board and non-executive director, Mr. Hastings began receiving stock options for his service on the Board pursuant to the Director Equity Compensation Plan consistent with other non-executive directors. In connection with his transition, Mr. Hastings forfeited all 8,610 unvested PSU awards and 7,710 unvested RSU awards, which had a value of approximately $827,963 and $741,417, respectively, based on the closing price on April 16, 2025. He also forfeited the 2025 bonus award payment. |

  87. Summary Compensation Table

    | (8) Includes $612 in cash in lieu of health benefits that were not utilized. |

  88. Summary Compensation Table

    | (9) Includes $14,000 representing our matching contribution made under our 401(k) plan, $58,768 for personal use of company aircraft, and $36,211 for car services. |

  89. Summary Compensation Table

    | (10) Includes $14,000 representing our matching contribution made under our 401(k) plan, $2,578 for commuting expenses, and $556 in cash in lieu of health benefits that were not utilized. |

  90. Summary Compensation Table

    | (11) Mr. Willems was appointed as Chief Global Affairs Officer on April 28, 2025. |

  91. Summary Compensation Table

    | (12) Represents the first of two installments of Mr. Willems’ signing bonus, which first installment was paid in 2025. Further information about Mr. Willems’ compensation arrangements is available in the section above entitled “Compensation Discussion and Analysis.” |

  92. Summary Compensation Table

    | (13) Includes $14,000 representing our matching contribution made under our 401(k) plan, and $25,895 for tax gross-ups related to business travel. |

  93. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning grants of awards made to the Named Executive Officers during 2025.

  94. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($)(6) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ted Sarandos | Performance- Based Cash Bonus | | 1,050,000 | 6,000,000 | 12,000,000 | | | | | | | | | | PSU Award | 1/23/2025 | | | | 86,650 | 173,300 | 346,600 | | | | 24,330,800 | | | RSU Award | 1/23/2025 | | | | | | | 173,300 | | | 17,067,624 | | Greg Peters | Performance- Based Cash Bonus | | 1,050,000 | 6,000,000 | 12,000,000 | | | | | | | | | | PSU Award | 1/23/2025 | | | | 86,650 | 173,300 | 346,600 | | | | 24,330,800 | | | RSU Award | 1/23/2025 | | | | | | | 173,300 | | | 17,067,624 |

  95. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($)(6) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Reed Hastings(7) | Performance- Based Cash Bonus | | 35,000 | 200,000 | 400,000 | | | | | | | | | | PSU Award | 1/23/2025 | | | | 1,960 | 3,920 | 7,840 | | | | 550,356 | | | RSU Award | 1/23/2025 | | | | | | | 3,920 | | | 386,065 | | | Option Grant | 5/1/2025 | | | | | | | | 550 | 113.35 | 34,520 | | | Option Grant | 6/2/2025 | | | | | | | | 510 | 121.90 | 34,424 | | | Option Grant | 7/1/2025 | | | | | | | | 480 | 129.36 | 33,268 | | | Option Grant | 8/1/2025 | | | | | | | | 540 | 115.86 | 33,521 | | | Option Grant | 9/2/2025 | | | | | | | | 520 | 121.41 | 33,826 | | | Option Grant | 10/1/2025 | | | | | | | | 530 | 117.09 | 33,630 | | | Option Grant | 11/3/2025 | | | | | | | | 570 | 110.01 | 33,981 | | | Option Grant | 12/1/2025 | | | | | | | | 576 | 109.13 | 34,064 | | Spencer Neumann | Performance- Based Cash Bonus | | 700,000 | 4,000,000 | 8,000,000 | | | | | | | | | | PSU Award | 1/23/2025 | | | | 29,350 | 58,700 | 117,400 | | | | 8,241,304 | | | RSU Award | 1/23/2025 | | | | | | | 58,700 | | | 5,781,128 | | David Hyman | Performance- Based Cash Bonus | | 700,000 | 4,000,000 | 8,000,000 | | | | | | | | | | PSU Award | 1/23/2025 | | | | 18,170 | 36,340 | 72,680 | | | | 5,102,027 | | | RSU Award | 1/23/2025 | | | | | | | 36,340 | | | 3,578,981 | | Clete Willems(8) | Performance- Based Cash Bonus | | 420,000 | 2,400,000 | 4,800,000 | | | | | | | | | | PSU Award | 4/28/2025 | | | | 8,055 | 16,110 | 32,220 | | | | 2,867,258 | | | RSU Award | 4/28/2025 | | | | | | | 16,110 | | | 1,788,822 | | | RSU Award | 4/28/2025 | | | | | | | 37,910 | | | 4,209,451 |

  96. Grants of Plan-Based Awards

    | (1) Represents the amounts that the Named Executive Officers were eligible to receive under our 2025 Annual Performance-Based Cash Bonus Program. The actual amounts earned by and paid to the Named Executive Officers for 2025 are set forth in the “Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.” |

  97. Grants of Plan-Based Awards

    | (2) Represents the number of shares of common stock subject to PSU Awards granted to the Named Executive Officers in 2025 under our 2020 Stock Plan. Maximum and threshold amounts represent 200% and 50%, respectively, of the target number of shares subject to the 2025 PSUs granted to each Named Executive Officer. The 2025 PSUs are subject to a three-year performance period from January 1, 2025 to December 31, 2027. |

  98. Grants of Plan-Based Awards

    | (3) Represents the number of shares of common stock subject to RSU Awards granted to Named Executive Officers during 2025 under our 2020 Stock Plan. Such shares vest quarterly over a three-year period. |

  99. Grants of Plan-Based Awards

    | (4) Represents the number of shares of common stock subject to stock options granted to Mr. Hastings in connection with his service as Chairman of the Board and a non-executive director. |

  100. Grants of Plan-Based Awards

    | (5) The amounts reported in this column represent the grant date fair value of the RSU Awards, PSU Awards and stock options granted to the Named Executive Officers, as computed in accordance with ASC Topic 718. See footnotes 1 and 2 to the “Summary Compensation Table.” |

  101. Grants of Plan-Based Awards

    | (6) For the 2025 Bonus Program, the Compensation Committee selected F/X Neutral Revenue, weighted at 35%, and F/X Neutral Operating Margin, weighted at 65%, as the financial performance measures to determine the bonus awards, with each metric independent of the other performance metric. The threshold is calculated assuming threshold performance was achieved for F/X Neutral Revenue only. |

  102. Grants of Plan-Based Awards

    | (7) Effective April 17, 2025, Mr. Hastings transitioned from Executive Chairman to Chairman of the Board and non-executive director. In connection with his transition, Mr. Hastings forfeited all 8,610 unvested PSU awards and 7,710 unvested RSU awards, which had a value of approximately $827,963 and $741,417, respectively, based on the closing price on April 16, 2025. He also forfeited the 2025 bonus award payment. |

  103. Grants of Plan-Based Awards

    | (8) The actual bonus paid to Mr. Willems was prorated relative to his start date. The table also includes both an annual RSU award and a sign-on RSU award to Mr. Willems, the latter of which is in the last row of the table, as well as an annual PSU award. |

  104. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning equity awards for each Named Executive Officer that remained outstanding as of December 31, 2025. All stock options granted to the Named Executive Officers were fully vested as of December 31, 2025. The stock options can generally be exercised up to 10 years following the date of grant.

  105. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Ted Sarandos | 6/1/2018 | 82,480 | | 35.99 | 6/1/2028 | | | | | | | 7/2/2018 | 74,560 | | 39.82 | 7/2/2028 | | | | | | | 8/1/2018 | 87,730 | | 33.84 | 8/1/2028 | | | | | | | 9/4/2018 | 81,650 | | 36.36 | 9/4/2028 | | | | | | | 10/1/2018 | 77,830 | | 38.14 | 10/1/2028 | | | | | | | 2/1/2019 | 82,760 | | 33.99 | 2/1/2029 | | | | | | | 3/1/2019 | 78,710 | | 35.73 | 3/1/2029 | | | | | | | 4/1/2019 | 76,640 | | 36.70 | 4/1/2029 | | | | | | | 5/1/2019 | 74,250 | | 37.88 | 5/1/2029 | | | | | | | 6/3/2019 | 83,550 | | 33.66 | 6/3/2029 | | | | | | | 7/1/2019 | 75,080 | | 37.46 | 7/1/2029 | | | | | | | 8/1/2019 | 88,020 | | 31.95 | 8/1/2029 | | | | | | | 1/2/2020 | 85,270 | | 32.98 | 1/2/2030 | | | | | | | 2/3/2020 | 85,250 | | 35.80 | 2/3/2030 | | | | | | | 3/2/2020 | 80,100 | | 38.11 | 3/2/2030 | | | | | | | 4/1/2020 | 83,830 | | 36.41 | 4/1/2030 | | | | | | | 5/1/2020 | 73,500 | | 41.53 | 5/1/2030 | | | | | | | 6/1/2020 | 71,660 | | 42.59 | 6/1/2030 | | | | | | | 7/1/2020 | 62,840 | | 48.56 | 7/1/2030 | | | | | | | 8/3/2020 | 61,210 | | 49.86 | 8/3/2030 | | | | | | | 9/1/2020 | 54,840 | | 55.66 | 9/1/2030 | | | | | | | 10/1/2020 | 57,860 | | 52.75 | 10/1/2030 | | | | | | | 11/2/2020 | 63,040 | | 48.41 | 11/2/2030 | | | | | | | 12/1/2020 | 60,490 | | 50.46 | 12/1/2030 | | | | | | | 1/4/2021 | 58,370 | | 52.29 | 1/4/2031 | | | | | | | 2/1/2021 | 56,620 | | 53.90 | 2/1/2031 | | | | | | | 3/1/2021 | 55,430 | | 55.06 | 3/1/2031 | | | | |

  106. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Ted Sarandos (continued) | 4/1/2021 | 56,580 | | 53.94 | 4/1/2031 | | | | | | | 5/3/2021 | 59,950 | | 50.91 | 5/3/2031 | | | | | | | 6/1/2021 | 61,160 | | 49.91 | 6/1/2031 | | | | | | | 7/1/2021 | 57,200 | | 53.35 | 7/1/2031 | | | | | | | 8/2/2021 | 59,250 | | 51.52 | 8/2/2031 | | | | | | | 9/1/2021 | 52,430 | | 58.21 | 9/1/2031 | | | | | | | 10/1/2021 | 49,780 | | 61.32 | 10/1/2031 | | | | | | | 11/1/2021 | 44,810 | | 68.12 | 11/1/2031 | | | | | | | 12/1/2021 | 49,400 | | 61.78 | 12/1/2031 | | | | | | | 1/3/2022 | 51,090 | | 59.74 | 1/3/2032 | | | | | | | 2/1/2022 | 91,150 | | 45.71 | 2/1/2032 | | | | | | | 3/1/2022 | 107,880 | | 38.62 | 3/1/2032 | | | | | | | 4/1/2022 | 111,570 | | 37.35 | 4/1/2032 | | | | | | | 5/2/2022 | 208,900 | | 19.95 | 5/2/2032 | | | | | | | 6/1/2022 | 117,600 | | 19.29 | 6/1/2032 | | | | | | | 8/1/2022 | 184,190 | | 22.62 | 8/1/2032 | | | | | | | 9/1/2022 | 181,130 | | 23.00 | 9/1/2032 | | | | | | | 10/3/2022 | 174,310 | | 23.90 | 10/3/2032 | | | | | | | 11/1/2022 | 145,300 | | 28.68 | 11/1/2032 | | | | | | | 12/1/2022 | 131,460 | | 31.70 | 12/1/2032 | | | | | | | 1/3/2023 | 141,270 | | 29.50 | 1/3/2033 | | | | | | | 2/1/2023 | 115,100 | | 36.20 | 2/1/2033 | | | | | | | 3/1/2023 | 132,920 | | 31.35 | 3/1/2033 | | | | | | | 4/3/2023 | 119,640 | | 34.83 | 4/3/2033 | | | | | | | 5/1/2023 | 128,550 | | 32.41 | 5/1/2033 | | | | | | | 6/1/2023 | 103,360 | | 40.31 | 6/1/2033 | | | | | | | 7/3/2023 | 94,390 | | 44.14 | 7/3/2033 | | | | | | | 8/1/2023 | 94,990 | | 43.86 | 8/1/2033 | | | | | | | 9/1/2023 | 94,720 | | 43.99 | 9/1/2033 | | | | | | | 10/2/2023 | 109,560 | | 38.03 | 10/2/2033 | | | | | | | 11/1/2023 | 99,160 | | 42.02 | 11/1/2033 | | | | |

  107. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Ted Sarandos (continued) | 12/1/2023 | 89,460 | | 46.57 | 12/1/2033 | | | | | | | 1/2/2024 | 88,940 | | 46.85 | 1/2/2034 | | | | | | | 1/25/2024 | | | | | 103,710(2) | 9,723,850 | | | | | 1/23/2025 | | | | | 115,540(3) | 10,833,030 | | | | | 1/25/2024 | | | | | | | 207,420(4) | 19,447,699 | | | 1/23/2025 | | | | | | | 346,600(5) | 32,497,216 | | Greg Peters | 1/2/2020 | 42,960 | | 32.98 | 1/2/2030 | | | | | | | 2/3/2020 | 40,150 | | 35.80 | 2/3/2030 | | | | | | | 3/2/2020 | 37,720 | | 38.11 | 3/2/2030 | | | | | | | 4/1/2020 | 39,490 | | 36.41 | 4/1/2030 | | | | | | | 5/1/2020 | 34,610 | | 41.53 | 5/1/2030 | | | | | | | 6/1/2020 | 33,750 | | 42.59 | 6/1/2030 | | | | | | | 7/1/2020 | 29,600 | | 48.56 | 7/1/2030 | | | | | | | 8/3/2020 | 28,830 | | 49.86 | 8/3/2030 | | | | | | | 9/1/2020 | 25,830 | | 55.66 | 9/1/2030 | | | | | | | 10/1/2020 | 27,250 | | 52.75 | 10/1/2030 | | | | | | | 11/2/2020 | 29,690 | | 48.41 | 11/2/2030 | | | | | | | 12/1/2020 | 28,490 | | 50.46 | 12/1/2030 | | | | | | | 1/4/2021 | 27,500 | | 52.29 | 1/4/2031 | | | | | | | 2/1/2021 | 26,660 | | 53.90 | 2/1/2031 | | | | | | | 3/1/2021 | 26,110 | | 55.06 | 3/1/2031 | | | | | | | 4/1/2021 | 26,650 | | 53.94 | 4/1/2031 | | | | | | | 5/3/2021 | 28,230 | | 50.91 | 5/3/2031 | | | | | | | 6/1/2021 | 28,810 | | 49.91 | 6/1/2031 | | | | | | | 7/1/2021 | 26,940 | | 53.35 | 7/1/2031 | | | | | | | 8/2/2021 | 27,900 | | 51.52 | 8/2/2031 | | | | | | | 9/1/2021 | 24,700 | | 58.21 | 9/1/2031 | | | | | | | 10/1/2021 | 23,440 | | 61.32 | 10/1/2031 | | | | | | | 11/1/2021 | 21,110 | | 68.12 | 11/1/2031 | | | | | | | 12/1/2021 | 23,270 | | 61.78 | 12/1/2031 | | | | | | | 1/3/2022 | 24,060 | | 59.74 | 1/3/2032 | | | | |

  108. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Greg Peters (continued) | 2/1/2022 | 36,460 | | 45.71 | 2/1/2032 | | | | | | | 3/1/2022 | 43,150 | | 38.62 | 3/1/2032 | | | | | | | 4/1/2022 | 44,630 | | 37.35 | 4/1/2032 | | | | | | | 5/2/2022 | 83,560 | | 19.95 | 5/2/2032 | | | | | | | 6/1/2022 | 86,400 | 19.29 | | 6/1/2032 | | | | | | | 7/1/2022 | 92,620 | 18.00 | | 7/1/2032 | | | | | | | 8/1/2022 | 73,670 | 22.62 | | 8/1/2032 | | | | | | | 9/1/2022 | 72,450 | 23.00 | | 9/1/2032 | | | | | | | 10/3/2022 | 69,730 | 23.90 | | 10/3/2032 | | | | | | | 11/1/2022 | 58,120 | 28.68 | | 11/1/2032 | | | | | | | 12/1/2022 | 52,580 | 31.70 | | 12/1/2032 | | | | | | | 1/3/2023 | 56,510 | 29.50 | | 1/3/2033 | | | | | | | 2/1/2023 | 65,770 | 36.20 | | 2/1/2033 | | | | | | | 3/1/2023 | 115,140 | 31.35 | | 3/1/2033 | | | | | | | 4/3/2023 | 103,630 | 34.83 | | 4/3/2033 | | | | | | | 5/1/2023 | 111,360 | 32.41 | | 5/1/2033 | | | | | | | 6/1/2023 | 89,540 | 40.31 | | 6/1/2033 | | | | | | | 7/3/2023 | 81,760 | 44.14 | | 7/3/2033 | | | | | | | 8/1/2023 | 82,290 | 43.86 | | 8/1/2033 | | | | | | | 9/1/2023 | 82,050 | 43.99 | | 9/1/2033 | | | | | | | 10/2/2023 | 94,910 | 38.03 | | 10/2/2033 | | | | | | | 11/1/2023 | 85,890 | 42.02 | | 11/1/2033 | | | | | | | 12/1/2023 | 77,500 | 46.57 | | 12/1/2033 | | | | | | | 1/2/2024 | 77,040 | 46.85 | | 1/2/2034 | | | | | | | 1/25/2024 | | | | | 103,710(2) | 9,723,850 | | | | | 1/23/2025 | | | | | 115,540(3) | 10,833,030 | | | | | 1/25/2024 | | | | | | | 207,420(4) | 19,447,699 | | | 1/23/2025 | | | | | | | 346,600(5) | 32,497,216 |

  109. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Reed Hastings | 5/2/2016 | 426,290 | 9.31 | | 5/2/2026 | | | | | | | 6/1/2016 | 390,970 | 10.15 | | 6/1/2026 | | | | | | | 7/1/2016 | 410,550 | 9.67 | | 7/1/2026 | | | | | | | 8/1/2016 | 420,550 | 9.44 | | 8/1/2026 | | | | | | | 9/1/2016 | 407,550 | 9.74 | | 9/1/2026 | | | | | | | 10/3/2016 | 386,700 | 10.26 | | 10/3/2026 | | | | | | | 11/1/2016 | 321,880 | 12.33 | | 11/1/2026 | | | | | | | 12/1/2016 | 338,570 | 11.72 | | 12/1/2026 | | | | | | | 1/3/2017 | 311,300 | 12.75 | | 1/3/2027 | | | | | | | 2/1/2017 | 313,730 | 14.08 | | 2/1/2027 | | | | | | | 3/1/2017 | 309,610 | 14.27 | | 3/1/2027 | | | | | | | 4/3/2017 | 300,620 | 14.69 | | 4/3/2027 | | | | | | | 5/1/2017 | 284,310 | 15.54 | | 5/1/2027 | | | | | | | 6/1/2017 | 270,970 | 16.30 | | 6/1/2027 | | | | | | | 7/3/2017 | 302,160 | 14.62 | | 7/3/2027 | | | | | | | 8/1/2017 | 242,640 | 18.20 | | 8/1/2027 | | | | | | | 9/1/2017 | 252,750 | 17.47 | | 9/1/2027 | | | | | | | 10/2/2017 | 249,520 | 17.70 | | 10/2/2027 | | | | | | | 11/1/2017 | 223,060 | 19.80 | | 11/1/2027 | | | | | | | 12/1/2017 | 236,410 | 18.68 | | 12/1/2027 | | | | | | | 1/2/2018 | 219,660 | 20.11 | | 1/2/2028 | | | | | | | 2/1/2018 | 225,570 | 26.51 | | 2/1/2028 | | | | | | | 3/1/2018 | 205,900 | 29.04 | | 3/1/2028 | | | | | | | 4/2/2018 | 213,320 | 28.03 | | 4/2/2028 | | | | | | | 5/1/2018 | 190,850 | 31.33 | | 5/1/2028 | | | | | | | 6/1/2018 | 166,120 | 35.99 | | 6/1/2028 | | | | | | | 7/2/2018 | 150,160 | 39.82 | | 7/2/2028 | | | | | | | 8/1/2018 | 176,700 | | 33.84 | 8/1/2028 | | | | | | | 9/4/2018 | 164,440 | | 36.36 | 9/4/2028 | | | | | | | 10/1/2018 | 156,760 | | 38.14 | 10/1/2028 | | | | | | | 11/1/2018 | 188,390 | | 31.74 | 11/1/2028 | | | | | | | 12/3/2018 | 205,970 | | 29.03 | 12/3/2028 | | | | |

  110. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Reed Hastings (continued) | 1/2/2019 | 223,380 | | 26.77 | 1/2/2029 | | | | | | | 2/1/2019 | 188,810 | | 33.99 | 2/1/2029 | | | | | | | 3/1/2019 | 179,580 | | 35.73 | 3/1/2029 | | | | | | | 4/1/2019 | 174,860 | | 36.70 | 4/1/2029 | | | | | | | 5/1/2019 | 169,390 | | 37.88 | 5/1/2029 | | | | | | | 6/3/2019 | 190,610 | | 33.66 | 6/3/2029 | | | | | | | 7/1/2019 | 171,300 | | 37.46 | 7/1/2029 | | | | | | | 8/1/2019 | 200,830 | | 31.95 | 8/1/2029 | | | | | | | 9/3/2019 | 221,810 | | 28.93 | 9/3/2029 | | | | | | | 10/1/2019 | 238,020 | | 26.96 | 10/1/2029 | | | | | | | 11/1/2019 | 223,730 | | 28.68 | 11/1/2029 | | | | | | | 12/2/2019 | 206,990 | | 31.00 | 12/2/2029 | | | | | | | 1/2/2020 | 194,560 | | 32.98 | 1/2/2030 | | | | | | | 2/3/2020 | 197,860 | | 35.80 | 2/3/2030 | | | | | | | 3/2/2020 | 185,890 | | 38.11 | 3/2/2030 | | | | | | | 4/1/2020 | 194,550 | | 36.41 | 4/1/2030 | | | | | | | 5/1/2020 | 170,570 | | 41.53 | 5/1/2030 | | | | | | | 6/1/2020 | 166,310 | | 42.59 | 6/1/2030 | | | | | | | 7/1/2020 | 145,850 | | 48.56 | 7/1/2030 | | | | | | | 8/3/2020 | 142,060 | | 49.86 | 8/3/2030 | | | | | | | 9/1/2020 | 127,270 | 55.66 | | 9/1/2030 | | | | | | | 10/1/2020 | 134,280 | 52.75 | | 10/1/2030 | | | | | | | 11/2/2020 | 146,320 | 48.41 | | 11/2/2030 | | | | | | | 12/1/2020 | 140,380 | 50.46 | | 12/1/2030 | | | | | | | 1/4/2021 | 135,470 | 52.29 | | 1/4/2031 | | | | | | | 2/1/2021 | 131,410 | 53.90 | | 2/1/2031 | | | | | | | 3/1/2021 | 128,640 | 55.06 | | 3/1/2031 | | | | | | | 4/1/2021 | 131,310 | 53.94 | | 4/1/2031 | | | | | | | 5/3/2021 | 139,130 | 50.91 | | 5/3/2031 | | | | | | | 6/1/2021 | 141,930 | 49.91 | | 6/1/2031 | | | | | | | 7/1/2021 | 132,760 | 53.35 | | 7/1/2031 | | | | |

  111. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Reed Hastings (continued) | 8/2/2021 | 137,500 | 51.52 | | 8/2/2031 | | | | | | | 9/1/2021 | 121,690 | 58.21 | | 9/1/2031 | | | | | | | 10/1/2021 | 115,530 | 61.32 | | 10/1/2031 | | | | | | | 11/1/2021 | 103,980 | 68.12 | | 11/1/2031 | | | | | | | 12/1/2021 | 114,660 | 61.78 | | 12/1/2031 | | | | | | | 1/3/2022 | 118,580 | 59.74 | | 1/3/2032 | | | | | | | 2/1/2022 | 154,950 | 45.71 | | 2/1/2032 | | | | | | | 3/1/2022 | 183,400 | 38.62 | | 3/1/2032 | | | | | | | 4/1/2022 | 189,660 | 37.35 | | 4/1/2032 | | | | | | | 5/2/2022 | 355,130 | 19.95 | | 5/2/2032 | | | | | | | 6/1/2022 | 367,180 | 19.29 | | 6/1/2032 | | | | | | | 7/1/2022 | 393,630 | 18.00 | | 7/1/2032 | | | | | | | 8/1/2022 | 313,130 | 22.62 | | 8/1/2032 | | | | | | | 9/1/2022 | 307,920 | 23.00 | | 9/1/2032 | | | | | | | 10/3/2022 | 296,320 | 23.90 | | 10/3/2032 | | | | | | | 11/1/2022 | 247,020 | 28.68 | | 11/1/2032 | | | | | | | 12/1/2022 | 223,480 | 31.70 | | 12/1/2032 | | | | | | | 1/3/2023 | 240,160 | 29.50 | | 1/3/2033 | | | | | | | 2/1/2023 | 168,670 | 36.20 | | 2/1/2033 | | | | | | | 3/1/2023 | 16,620 | 31.35 | | 3/1/2033 | | | | | | | 4/3/2023 | 14,950 | 34.83 | | 4/3/2033 | | | | | | | 5/1/2023 | 16,070 | 32.41 | | 5/1/2033 | | | | | | | 6/1/2023 | 12,920 | 40.31 | | 6/1/2033 | | | | | | | 7/3/2023 | 11,800 | 44.14 | | 7/3/2033 | | | | | | | 8/1/2023 | 11,870 | 43.86 | | 8/1/2033 | | | | | | | 9/1/2023 | 11,840 | 43.99 | | 9/1/2033 | | | | | | | 10/2/2023 | 13,700 | 38.03 | | 10/2/2033 | | | | | | | 11/1/2023 | 12,390 | 42.02 | | 11/1/2033 | | | | | | | 12/1/2023 | 11,180 | 46.57 | | 12/1/2033 | | | | | | | 1/2/2024 | 11,120 | 46.85 | | 1/2/2034 | | | | | | | 5/1/2025 | 550 | 113.35 | | 5/1/2035 | | | | |

  112. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Reed Hastings (continued) | 6/2/2025 | 510 | 121.90 | | 6/2/2035 | | | | | | | 7/1/2025 | 480 | 129.36 | | 7/1/2035 | | | | | | | 8/1/2025 | 540 | 115.86 | | 8/1/2035 | | | | | | | 9/2/2025 | 520 | 121.41 | | 9/2/2035 | | | | | | | 10/1/2025 | 530 | 117.09 | | 10/1/2035 | | | | | | | 11/3/2025 | 570 | 110.01 | | 11/3/2035 | | | | | | | 12/1/2025 | 576 | 109.13 | | 12/1/2035 | | | | | | Spencer Neumann | 1/2/2020 | 31,580 | 32.98 | | 1/2/2030 | | | | | | | 2/3/2020 | 32,010 | 35.80 | | 2/3/2030 | | | | | | | 3/2/2020 | 30,070 | 38.11 | | 3/2/2030 | | | | | | | 4/1/2020 | 31,470 | 36.41 | | 4/1/2030 | | | | | | | 5/1/2020 | 27,590 | 41.53 | | 5/1/2030 | | | | | | | 6/1/2020 | 26,900 | 42.59 | | 6/1/2030 | | | | | | | 7/1/2020 | 23,600 | 48.56 | | 7/1/2030 | | | | | | | 8/3/2020 | 22,980 | 49.86 | | 8/3/2030 | | | | | | | 9/1/2020 | 20,580 | 55.66 | | 9/1/2030 | | | | | | | 10/1/2020 | 21,730 | 52.75 | | 10/1/2030 | | | | | | | 11/2/2020 | 23,670 | 48.41 | | 11/2/2030 | | | | | | | 12/1/2020 | 22,700 | 50.46 | | 12/1/2030 | | | | | | | 1/4/2021 | 21,920 | 52.29 | | 1/4/2031 | | | | | | | 2/1/2021 | 21,450 | 53.90 | | 2/1/2031 | | | | | | | 3/1/2021 | 21,000 | 55.06 | | 3/1/2031 | | | | | | | 4/1/2021 | 21,430 | 53.94 | | 4/1/2031 | | | | | | | 5/3/2021 | 22,710 | 50.91 | | 5/3/2031 | | | | | | | 6/1/2021 | 23,170 | 49.91 | | 6/1/2031 | | | | | | | 7/1/2021 | 21,670 | 53.35 | | 7/1/2031 | | | | | | | 8/2/2021 | 22,450 | 51.52 | | 8/2/2031 | | | | | | | 9/1/2021 | 19,860 | 58.21 | | 9/1/2031 | | | | | | | 10/1/2021 | 18,860 | 61.32 | | 10/1/2031 | | | | | | | 11/1/2021 | 16,970 | 68.12 | | 11/1/2031 | | | | |

  113. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Spencer Neumann (continued) | 12/1/2021 | 18,720 | 61.78 | | 12/1/2031 | | | | | | | 1/3/2022 | 19,360 | 59.74 | | 1/3/2032 | | | | | | | 2/1/2022 | 31,900 | 45.71 | | 2/1/2032 | | | | | | | 3/1/2022 | 37,760 | 38.62 | | 3/1/2032 | | | | | | | 4/1/2022 | 39,040 | 37.35 | | 4/1/2032 | | | | | | | 5/2/2022 | 73,130 | 19.95 | | 5/2/2032 | | | | | | | 6/1/2022 | 75,590 | 19.29 | | 6/1/2032 | | | | | | | 7/1/2022 | 81,040 | 18.00 | | 7/1/2032 | | | | | | | 8/1/2022 | 64,470 | 22.62 | | 8/1/2032 | | | | | | | 9/1/2022 | 63,400 | 23.00 | | 9/1/2032 | | | | | | | 10/3/2022 | 61,000 | 23.90 | | 10/3/2032 | | | | | | | 11/1/2022 | 50,860 | 28.68 | | 11/1/2032 | | | | | | | 12/1/2022 | 46,010 | 31.70 | | 12/1/2032 | | | | | | | 1/3/2023 | 49,440 | 29.50 | | 1/3/2033 | | | | | | | 2/1/2023 | 40,290 | 36.20 | | 2/1/2033 | | | | | | | 3/1/2023 | 46,520 | 31.35 | | 3/1/2033 | | | | | | | 4/3/2023 | 41,870 | 34.83 | | 4/3/2033 | | | | | | | 5/1/2023 | 45,000 | 32.41 | | 5/1/2033 | | | | | | | 6/1/2023 | 36,170 | 40.31 | | 6/1/2033 | | | | | | | 7/3/2023 | 33,040 | 44.14 | | 7/3/2033 | | | | | | | 8/1/2023 | 33,240 | 43.86 | | 8/1/2033 | | | | | | | 9/1/2023 | 33,160 | 43.99 | | 9/1/2033 | | | | | | | 10/2/2023 | 38,340 | 38.03 | | 10/2/2033 | | | | | | | 11/1/2023 | 34,710 | 42.02 | | 11/1/2033 | | | | | | | 12/1/2023 | 31,310 | 46.57 | | 12/1/2033 | | | | | | | 1/2/2024 | 31,130 | 46.85 | | 1/2/2034 | | | | | | | 1/25/2024 | | | | | 35,130(2) | 3,293,789 | | | | | 1/23/2025 | | | | | 39,140(3) | 3,669,766 | | | | | 1/25/2024 | | | | | | | 70,260(4) | 6,587,578 | | | 1/23/2025 | | | | | | | 117,400(5) | 11,007,424 |

  114. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | David Hyman | 5/1/2020 | 19,810 | 41.53 | | 5/1/2030 | | | | | | | 6/1/2020 | 19,320 | 42.59 | | 6/1/2030 | | | | | | | 7/1/2020 | 16,950 | 48.56 | | 7/1/2030 | | | | | | | 8/3/2020 | 16,500 | 49.86 | | 8/3/2030 | | | | | | | 9/1/2020 | 14,790 | 55.66 | | 9/1/2030 | | | | | | | 10/1/2020 | 15,600 | 52.75 | | 10/1/2030 | | | | | | | 11/2/2020 | 17,000 | 48.41 | | 11/2/2030 | | | | | | | 12/1/2020 | 16,310 | 50.46 | | 12/1/2030 | | | | | | | 1/4/2021 | 15,730 | 52.29 | | 1/4/2031 | | | | | | | 2/1/2021 | 18,270 | 53.90 | | 2/1/2031 | | | | | | | 3/1/2021 | 17,870 | 55.06 | | 3/1/2031 | | | | | | | 4/1/2021 | 18,250 | 53.94 | | 4/1/2031 | | | | | | | 5/3/2021 | 19,340 | 50.91 | | 5/3/2031 | | | | | | | 6/1/2021 | 19,720 | 49.91 | | 6/1/2031 | | | | | | | 7/1/2021 | 18,450 | 53.35 | | 7/1/2031 | | | | | | | 8/2/2021 | 19,110 | 51.52 | | 8/2/2031 | | | | | | | 9/1/2021 | 16,910 | 58.21 | | 9/1/2031 | | | | | | | 10/1/2021 | 16,050 | 61.32 | | 10/1/2031 | | | | | | | 11/1/2021 | 14,450 | 68.12 | | 11/1/2031 | | | | | | | 12/1/2021 | 15,940 | 61.78 | | 12/1/2031 | | | | | | | 1/25/2024 | | | | | 21,750(2) | 2,039,280 | | | | | 1/23/2025 | | | | | 24,230(3) | 2,271,805 | | | | | 1/25/2024 | | | | | | | 43,500(4) | 4,078,560 | | | 1/23/2025 | | | | | | | 72,680(5) | 6,814,477 | | Clete Willems | | | | | | | | | | | | 04/28/2025 | | | | | 40,160(6) | 3,765,402 | | | | | 04/28/2025 | | | | | | | 32,220(5) | 3,020,947 |

  115. Outstanding Equity Awards at Fiscal Year End

    | (1) Market value is calculated based on $93.76 per share, the closing price of our common stock on December 31, 2025. |

  116. Outstanding Equity Awards at Fiscal Year End

    | (2) Represents RSU awards granted on January 25, 2024 that vest quarterly in equal installments beginning on February 3, 2024 over a three-year period, subject to the Named Executive Officer’s continued employment. |

  117. Outstanding Equity Awards at Fiscal Year End

    | (3) Represents the RSU awards granted on January 23, 2025 that vest quarterly in equal installments beginning on February 3, 2025 over a three-year period, subject to the Named Executive Officer’s continued employment. |

  118. Outstanding Equity Awards at Fiscal Year End

    | (4) Represents the outstanding 2024 PSU awards. The 2024 PSU awards are divided into three tranches and earned based on performance over three discrete performance periods of one, two and three years, with the first tranche vesting on December 31, 2024, the second tranche vesting on December 31, 2025 and the third tranche vesting on December 31, 2026, subject to the Named Executive Officer’s continued service with us through the applicable vesting date. The PSUs for tranche 3 is shown in the table assuming the maximum performance level, given that the award was tracking above maximum performance as of December 31, 2025. Tranches 1 and 2 of the 2024 PSUs are not included in this table because they vested at 200% of performance at December 31, 2024 and December 31, 2025, respectively, and tranche 2 of the PSUs that vested as of December 31, 2025 is reported in the “Option Exercises and Stock Vested” table. |

  119. Outstanding Equity Awards at Fiscal Year End

    | (5) Represents the outstanding 2025 PSU awards. The 2025 PSU awards are earned based on performance over a three-year performance period ending on December 31, 2027, subject to the Named Executive Officer’s continued service with us through the vesting date. The 2025 PSU awards are shown in the table assuming the maximum performance level, given that the award was tracking above maximum performance as of December 31, 2025. |

  120. Outstanding Equity Awards at Fiscal Year End

    | (6) Represents the 2025 RSU awards and new hire RSU award granted to Mr. Willems on April 28, 2025. The RSU awards vest quarterly in equal installments beginning on May 5, 2025. |

  121. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information concerning each exercise of stock options and vesting of RSU and PSU awards during 2025 for each of the Named Executive Officers on an aggregated basis, before payment of any applicable withholding tax.

  122. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Ted Sarandos | 1,990,630 | 173,482,841 | 368,870 | 36,093,202 | | Greg Peters | 1,274,710 | 89,372,003 | 368,870 | 36,093,202 | | Reed Hastings | 3,730,240 | 370,039,257 | 5,580 | 500,586 | | Spencer Neumann | 334,060 | 25,442,485 | 124,930 | 12,224,290 | | David Hyman | 1,330,170 | 90,937,933 | 77,340 | 7,567,759 | | Clete Willems | — | — | 13,860 | 1,586,447 |

  123. Option Exercises and Stock Vested

    | (1) Dollar value realized on exercise equals the difference between the closing price on the date of exercise less the exercise price of the option and does not necessarily reflect the sales price of the shares or if a sale was made. |

  124. Option Exercises and Stock Vested

    | (2) Dollar value realized on vesting is calculated as the number of shares of common stock issued upon vesting of RSUs and PSUs multiplied by the closing price of our common stock on the vesting date. |

  125. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control During 2025, our Named Executive Officers participated in the Executive Officer Severance Plan. Mr. Hastings’ status as an employee ceased in April 2025, when he transitioned from Executive Chairman to Chairman of the Board and a non-executive director. He did not receive any severance in connection with such transition and he is no longer eligible to participate in the Executive Officer Severance Plan. Set forth below is the estimated value of the compensation to be paid by us to each of the Named Executive Officers under the Executive Officer Severance Plan, the Bonus Plan, and certain applicable RSU and PSU award agreements in connection with (1) a termination of their employment by the Company for a reason other than cause, the Named Executive Officer’s death or the Named Executive Officer’s permanent disability outside of a three month period preceding a change in control and the twenty-four month period beginning on the date of the change in control (such period, the “change in control protection period”, and a qualifying termination of employment in accordance with this prong (1), a “Non-CIC Involuntary Termination”), (2) a termination of their employment (a) by the Company for a reason other than cause, the Named Executive Officer’s death or the Named Executive Officer’s permanent disability or (b) by the Named Executive Officer for “good reason”, in each case, during a change in control protection period (a qualifying termination of employment in accordance with this prong (2), a “CIC Involuntary Termination”), (3) the Named Executive Officer’s death or permanent disability, and (4) equity acceleration in connection with a change in control when awards are assumed by the acquiring company. The amounts shown below assume that the qualifying termination of employment or other triggering event was effective as of December 31, 2025. The Non-CIC Involuntary Termination Payments and CIC Involuntary Termination Payments that do not involve equity award acceleration are generally contingent on the Named Executive Officer’s execution and non-revocation of a release of claims in our favor. Maximum performance is assumed for purposes of estimating actual performance of outstanding PSUs for purposes of the tables below.

  126. Potential Payments upon Termination or Change in Control

    | | Non-CIC Involuntary Termination | | | | | CIC Involuntary Termination | | | | | | | Named Executive Officer | Non-CIC Severance Pay ($)(1) | Pro Rata Bonus ($)(2) | Pro Rata Vesting of RSUs ($)(3) | Pro Rata Vesting of PSUs ($)(4) | Total ($) | CIC Severance Pay ($)(5) | Pro Rata Bonus ($)(2) | Lump sum for 24 Months of Benefits ($)(6) | Accelerated Vesting of RSUs ($)(7) | Accelerated Vesting of PSUs ($)(8) | Total ($) | | Ted Sarandos | 40,000,000 | — | 2,386,253 | 23,797,538 | 66,183,791 | 18,000,000 | — | 49,356 | 20,556,880 | 51,944,915 | 90,551,151 | | Greg Peters | 40,000,000 | — | 2,386,253 | 23,797,538 | 66,183,791 | 18,000,000 | — | 80,172 | 20,556,880 | 51,944,915 | 90,581,967 | | Spencer Neumann | 16,500,000 | — | 808,028 | 8,060,860 | 25,368,888 | 12,000,000 | — | 80,172 | 6,963,555 | 17,595,002 | 36,638,729 | | David Hyman | 12,500,000 | — | 500,658 | 4,990,532 | 17,991,190 | 12,000,000 | — | 49,356 | 4,311,085 | 10,893,037 | 27,253,478 | | Clete Willems | 7,000,000 | — | 273,086 | 1,006,982 | 8,280,068 | 7,200,000 | — | 80,172 | 3,765,402 | 3,020,947 | 14,066,521 |

  127. Potential Payments upon Termination or Change in Control

    | (1) In accordance with the Executive Officer Severance Plan, this includes the sum of the Named Executive Officer’s (a) Base Salary, (b) Target Bonus and (c) Target Annual Long-Term Incentive Opportunity for 2025 (i.e., target RSU and PSU award amounts). Such amount is payable in a cash lump sum as soon as administratively practicable following the termination of employment, but in no event more than two and one half months thereafter. |

  128. Potential Payments upon Termination or Change in Control

    | (2) The pro rata bonus is represented in the table at $0 because the bonus under the 2025 Bonus Program was fully earned as of December 31, 2025, the last day of the performance period, and would have been payable irrespective of a termination of employment on December 31, 2025. The actual 2025 Bonus Program amounts are reported in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table.” |

  129. Potential Payments upon Termination or Change in Control

    | (3) The amounts displayed in this column include the value of pro rata vesting of unvested RSUs with respect to the portion that would have vested on the next-applicable vesting date based on the number of days employed through December 31, 2025 and the closing market price of our common stock on December 31, 2025 of $93.76. Such acceleration is in accordance with the terms of the RSU award agreements. |

  130. Potential Payments upon Termination or Change in Control

    | (4) The amounts displayed in this column include the value of pro rata accelerated vesting of PSUs for each tranche of PSUs that was outstanding on December 31, 2025 based on actual performance as of December 31, 2025, calculated as if the applicable performance period ended on December 31, 2025, which is based on the closing market price of our common stock on December 31, 2025 of $93.76. The value of the PSUs that vested as of December 31, 2025, the last day of the second performance period for the PSUs granted in 2024, are excluded from the above table, as those PSUs would have vested upon following the completion of the performance period on December 31, 2025 irrespective of a termination on December 31, 2025. Such acceleration is in accordance with the terms of the PSU award agreements. |

  131. Potential Payments upon Termination or Change in Control

    | (5) In accordance with the Executive Officer Severance Plan, this includes two times the sum of the Named Executive Officer’s (a) Base Salary and (b) Target Bonus. Such lump sum payment is payable no later than two and one half months following the later of (x) the change in control and (y) the termination of employment. |

  132. Potential Payments upon Termination or Change in Control

    | (6) Includes the value of 24 months of continued health, dental and vision benefits for the Named Executive Officer and their covered dependents. Such lump sum payments are payable no later than two and one half months following the later of (x) the change in control and (y) the termination of employment. |

  133. Potential Payments upon Termination or Change in Control

    | (7) The amounts displayed in this column include the value of full acceleration of the unvested RSUs, which is calculated by multiplying the number of RSUs that would accelerate by the closing market price of our common stock on December 31, 2025 of $93.76. Such acceleration is in accordance with the terms of the RSU award agreements. |

  134. Potential Payments upon Termination or Change in Control

    | (8) The amounts displayed in this column include the value of accelerated vesting of PSUs for each tranche of PSUs that was outstanding on December 31, 2025 based on the higher of target and actual performance as of December 31, 2025, calculated as if the applicable performance period ended on December 31, 2025, which is based on the closing market price of our common stock on December 31, 2025 of $93.76. The value of the PSUs that vested as of December 31, 2025, the last day of the second performance period for the PSUs granted in 2024, are excluded from the above table, as those PSUs would have vested upon following the completion of the performance period on December 31, 2025 irrespective of a termination on December 31, 2025. Such acceleration is in accordance with the terms of the PSU award agreements. |

  135. Potential Payments upon Termination or Change in Control

    | | Death/Disability | | | Change in Control Benefits | | Named Executive Officer | Accelerated Vesting of RSUs ($)(1) | Accelerated Vesting of PSUs ($)(2) | Death/ Disability Total ($) | Accelerated Vesting of PSUs ($)(3) | | Ted Sarandos | 20,556,880 | 51,944,915 | 72,501,795 | 23,797,538 | | Greg Peters | 20,556,880 | 51,944,915 | 72,501,795 | 23,797,538 | | Spencer Neumann | 6,963,555 | 17,595,002 | 24,558,557 | 8,060,860 | | David Hyman | 4,311,085 | 10,893,037 | 15,204,122 | 4,990,532 | | Clete Willems | 3,765,402 | 3,020,947 | 6,786,349 | 1,006,982 |

  136. Potential Payments upon Termination or Change in Control

    | (1) Includes the value of full acceleration of the unvested RSUs, which is calculated by multiplying the number of RSUs that would accelerate by the closing market price of our common stock on December 31, 2025 of $93.76. |

  137. Potential Payments upon Termination or Change in Control

    | (2) Includes the value of full acceleration of the unvested PSUs, at actual performance levels as of December 31, 2025, which is calculated by multiplying the number of PSUs that would accelerate by the closing market price of our common stock on December 31, 2025 of $93.76. The value of the PSUs that vested as of December 31, 2025, the last day of the second performance period for the PSUs granted in 2024, are excluded from the above table, as those PSUs would have vested upon following the completion of the performance period on December 31, 2025 irrespective of a termination on December 31, 2025. |

  138. Potential Payments upon Termination or Change in Control

    | (3) If the PSUs are assumed, substituted or continued in connection with a change in control (as defined in the applicable award agreement), unvested PSUs are converted into RSUs based on the greater of target and actual performance and a pro-rata portion of such RSUs vest immediately prior to the change in control, contingent upon completion of such change in control and the Named Executive Officer’s continued service on the vesting date, with any corresponding payments made as soon as reasonably practicable after the change in control and with the remainder vesting quarterly in substantially equal installments thereafter. The amounts in the table that correspond to this footnote represent the estimated value of the pro-rata portion of the PSUs that could accelerate single trigger and pay out upon such change in control, which is calculated by multiplying the number of PSUs that would accelerate by the closing market price of our common stock on December 31, 2025 of $93.76. This column assumes that awards are assumed, substituted or continued with equivalent awards in connection with the change in control. Pursuant to our 2020 Stock Plan and the applicable award agreements, outstanding awards will generally accelerate in full if they are not assumed, substituted or continued with an equivalent award in connection with a change in control. |

  139. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our co-CEOs on December 31, 2025, Messrs. Sarandos and Peters. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As disclosed in the Summary Compensation Table, the 2025 annual total compensation as determined under Item 402 of Regulation S-K was $53,905,972 for Mr. Sarandos and $53,187,307 for Mr. Peters. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $211,201. Based on the foregoing, our estimate of the ratio of our co-CEOs’ annual total compensation to our median employee’s annual total compensation for fiscal year 2025 is 255 to 1, in the case of Mr. Sarandos, and 252 to 1, in the case of Mr. Peters. Given the different methodologies that various public companies use to determine an estimate of their pay ratios, the estimated pay ratios reported in this paragraph may not be directly comparable to other companies’ pay ratios. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: We selected December 31, 2025, which is within the last three months of 2025, as the date upon which we would identify the “median employee.” We also used December 31 as our measuring date in 2024. To identify the median employee, we utilized a consistently applied compensation measure consisting of base salary (annualized the compensation of all permanent full-time and part-time employees who were not employed by us for all of 2025, and for employees outside the United States, we converted their compensation to U.S. dollars using the applicable average exchange rate for 2025), commission at target, and grant date fair value of any option awards. Using this foregoing approach, we identified the individual at the median of our employee population, who is a full-time employee based in the United States. We then calculated the 2025 annual total compensation for this individual using the methodology consistent with the Summary Compensation Table.

  140. Pay Ratio Disclosure

    | |

  141. Pay Ratio Disclosure

    | Proposal | Board Voting Recommendation | Rationale | | 4 - Shareholder Right to Act by Written Consent | Against | • Netflix already has robust stockholder rights, including the right of stockholders holding 20% of our shares for more than one year to call special meetings, and meaningfully engages with stockholders. • The proposal risks exclusion and disenfranchisement of minority stockholders and would create a process that lacks transparency and accountability. • The proposal would create the potential for abuse and disruption. | | 5 - ESG ROI Report | Against | • The proposal is unnecessary as Netflix already transparently reports on how ESG initiatives align with business objectives through an annual Environmental, Social & Governance Report. • The Board and management regularly evaluate and disclose ESG initiatives in a manner that balances transparency with strategic and operational considerations, as part of a risk assessment and management process. | | 6 - Report on Politicized Brand Misalignment | Against | • The proposal is unnecessary in light of existing oversight and disclosure practices. • The proposal would inappropriately interfere with management’s day-to-day operations. • The proposal would not meaningfully benefit stockholders. | | 7 - Adopt Cumulative Voting | Against | • The Board has modernized its corporate governance practices, which provide for stockholder oversight and director accountability. • Cumulative voting is inconsistent with Netflix’s commitment to Board effectiveness. • Netflix’s current director nomination and election processes provide ample opportunity for stockholder participation. • The Board’s approach is consistent with market practice and stockholder preferences. |

  142. Pay Ratio Disclosure

    In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal. John Chevedden, 2215 Nelson Ave, No. 205, Redondo Beach, CA 90278, the beneficial owner of 4,900 shares of the Company’s common stock for more than three years on the date the proposal was submitted, has notified the Company of his intent to present the following proposal at the Annual Meeting.