NETFLIX INC, DEF 14A filed on 4/16/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name NETFLIX, INC.
Entity Central Index Key 0001065280
v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay-Versus-Performance
Table
The following table sets forth information concerning
pay-versus-performance
for our Principal Executive Officer (“PEO”) and other
non-PEO
Named Executive Officers (“NEOs”) prepared in accordance with Item 402(v) of Regulation
S-K
under the Exchange Act (the “Pay Versus Performance Rules”) for 2025, 2024, 2023, 2022, and 2021. For 2021-2022, Reed Hastings and Ted Sarandos served as
co-CEOs,
in 2023, each of Reed Hastings, Ted Sarandos and Greg Peters served as a
co-CEO
for part or all of 2023, and in 2024 and 2025, Ted Sarandos and Greg Peters served as
co-CEOs,
and each of them is presented as a PEO for the year(s) served as a CEO.
As discussed in the Compensation Discussion and Analysis section above, target compensation for a given year is determined at the end of the prior year. The dollar amounts in the total column of the Summary Compensation Table and in the columns that begin with either “Summary Compensation Table” or “Average Summary Compensation Table” in the
Pay-Versus-Performance
Table reflect the grant date fair values with respect to stock options and other equity awards (if applicable) granted during the respective fiscal year, computed in accordance with generally accepted accounting principles in the U.S.
 
Year
 
Summary
Compensation
Table Total
for Reed
Hastings
($)
 
Summary
Compensation
Table Total
for Ted
Sarandos
($)
 
Summary
Compensation
Table Total
for Greg
Peters
($)
 
Compensation
Actually Paid
to Reed
Hastings
($)
(1)(5)
 
Compensation
Actually Paid
to Ted
Sarandos
($)
(1)(5)
 
Compensation
Actually Paid
To Greg
Peters
($)
(1)(5)
 
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs
($)
(2)
 
 Average 
Compensation
 Actually Paid 
 to
Non-PEO 

 NEOs 
 ($)
(1)(2)(5)
 
Value of Initial Fixed
$100 Investment Based
On:
 
Net
Income
($ Millions)
 
F/X Neutral
Operating
Margin
(4)
 
Total
Shareholder
Return
($)
 
Peer Group
Total
Shareholder
Return
($)
(3)
2025
            53,905,972       53,187,307             55,552,263       54,837,252       12,952,760       12,258,880       173.40       138.27       10,981       28.1 %
2024
            61,922,397       60,272,574             117,146,823       112,547,114       13,970,130       21,788,762       164.84       115.41       8,712       26.4 %
2023
      11,290,411       49,834,936       40,117,124       13,536,949       57,780,177       46,723,963       10,980,792       10,980,792       90.04       86.60       5,408       20.9 %
2022
      51,073,237       50,299,296             51,073,237       50,299,296             16,336,478       16,336,478       54.53       59.35       4,492       20.0 %
2021
      40,823,725       38,232,164             40,823,725       38,232,164             12,097,270       12,097,270       111.41       97.88       5,116       21.6 %
 
(1)
 
Historically, we granted fully vested stock options to our Named Executive Officers, except the stock options granted to Messrs. Hastings, Sarandos and Peters as part of their 2023 compensation package had a
one-year
vesting period. We transitioned to the use of an equal mix of PSU awards and RSU awards for 2024 Named Executive Officer compensation to incorporate longer vesting periods and specific performance criteria in our equity awards. We continued this use of an equal mix of PSU awards and RSU awards in 2025. The Compensation Actually Paid amounts shown in the table reflect that the grant date value of options that were vested at the time of grant are the same as their fair value at vesting. For years where unvested awards were granted, Compensation Actually Paid tends to deviate more significantly from the corresponding Summary Compensation Table numbers.
 
(2)
 
The
non-PEO
NEOs for each of 2022 and 2021 were Messrs. Neumann, Peters and Hyman, and Ms. Whetstone. The
non-PEO
NEOs for 2023 were Messrs. Neumann, Hyman and Ezama, and Ms. Whetstone. The
non-PEO
NEOs for 2024 were Messrs. Neumann, Hyman and Hastings. The
non-PEO
NEOs for 2025 were Messrs. Neumann, Hyman, Hastings and Willems.
 
(3)
 
Represents the cumulative TSR of the RDG Internet Composite Index for each year.
 
(4)
 
We have determined that F/X Neutral Operating Margin is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” (CAP) to our Named Executive Officers, for the years ended December 31, 2023, 2024, and 2025, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules).
 
(5)
 
The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the CAP to our PEOs and
Non-PEO
NEOs in accordance with the Pay Versus Performance Rules in 2025. To the extent vested options were granted in an applicable year, there was no difference between the grant date fair value of such stock option awards as included in the Summary Compensation Table and the fair value of the stock option awards on the vesting date. No adjustments were made for defined benefit and actuarial pension plans because the Company does not have defined benefit or actuarial
pension
plans.
 
 
 
  
 
  
2025
  
 
  
Ted Sarandos
($)
 
Greg Peters
($)
 
Average for
Non-PEO

NEOs
($)
Summary Compensation T
a
ble (“SCT”) Total
       53,905,972       53,187,307       12,952,760
Minus
Amounts reported as “Stock Awards” in the SCT
       (41,398,424 )       (41,398,424 )       (8,194,157 )
Plus
the change as of the fiscal year end (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that are outstanding and unvested as of the fiscal year end
       1,614,662       1,614,662       221,391
Plus
the Fair Value as of the vesting date for awards that were both granted and vested in the relevant year
(a)
       6,330,612       6,330,612       1,336,729
Plus
the change as of the vesting date (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that vested during the relevant year
       4,104,688       4,108,342       566,969
Minus
the Fair Value as of the end of the prior year of awards that were forfeited during the relevant year
       0       0       (284,354 ) 
Plus
the Fair Value as of the fiscal year end of Equity Awards Granted in the Year and Unvested as of the fiscal year end
(a)
       30,994,753       30,994,753       5,659,542
Equals
Compensation Actually Paid
       55,552,263       54,837,252       12,258,880
 
(a)
 
Because PSUs are earned based on achievement of a market condition, in computing these amounts with respect to PSUs, fair value as of fiscal year end is based on an updated market-based fair value using data through year end and fair value as of the vesting date is based on the market-based fair value as of the vesting date. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differ materially from those disclosed as of the grant date of such awards.
       
Company Selected Measure Name F/X Neutral Operating Margin        
Named Executive Officers, Footnote The
non-PEO
NEOs for each of 2022 and 2021 were Messrs. Neumann, Peters and Hyman, and Ms. Whetstone. The
non-PEO
NEOs for 2023 were Messrs. Neumann, Hyman and Ezama, and Ms. Whetstone. The
non-PEO
NEOs for 2024 were Messrs. Neumann, Hyman and Hastings. The
non-PEO
NEOs for 2025 were Messrs. Neumann, Hyman, Hastings and Willems.
       
Peer Group Issuers, Footnote Represents the cumulative TSR of the RDG Internet Composite Index for each year.        
Adjustment To PEO Compensation, Footnote
(5)
 
The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the CAP to our PEOs and
Non-PEO
NEOs in accordance with the Pay Versus Performance Rules in 2025. To the extent vested options were granted in an applicable year, there was no difference between the grant date fair value of such stock option awards as included in the Summary Compensation Table and the fair value of the stock option awards on the vesting date. No adjustments were made for defined benefit and actuarial pension plans because the Company does not have defined benefit or actuarial
pension
plans.
 
 
 
  
 
  
2025
  
 
  
Ted Sarandos
($)
 
Greg Peters
($)
 
Average for
Non-PEO

NEOs
($)
Summary Compensation T
a
ble (“SCT”) Total
       53,905,972       53,187,307       12,952,760
Minus
Amounts reported as “Stock Awards” in the SCT
       (41,398,424 )       (41,398,424 )       (8,194,157 )
Plus
the change as of the fiscal year end (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that are outstanding and unvested as of the fiscal year end
       1,614,662       1,614,662       221,391
Plus
the Fair Value as of the vesting date for awards that were both granted and vested in the relevant year
(a)
       6,330,612       6,330,612       1,336,729
Plus
the change as of the vesting date (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that vested during the relevant year
       4,104,688       4,108,342       566,969
Minus
the Fair Value as of the end of the prior year of awards that were forfeited during the relevant year
       0       0       (284,354 ) 
Plus
the Fair Value as of the fiscal year end of Equity Awards Granted in the Year and Unvested as of the fiscal year end
(a)
       30,994,753       30,994,753       5,659,542
Equals
Compensation Actually Paid
       55,552,263       54,837,252       12,258,880
 
(a)
 
Because PSUs are earned based on achievement of a market condition, in computing these amounts with respect to PSUs, fair value as of fiscal year end is based on an updated market-based fair value using data through year end and fair value as of the vesting date is based on the market-based fair value as of the vesting date. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differ materially from those disclosed as of the grant date of such awards.
       
Non-PEO NEO Average Total Compensation Amount $ 12,952,760 $ 13,970,130 $ 10,980,792 $ 16,336,478 $ 12,097,270
Non-PEO NEO Average Compensation Actually Paid Amount $ 12,258,880 21,788,762 10,980,792 16,336,478 12,097,270
Adjustment to Non-PEO NEO Compensation Footnote
(5)
 
The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the CAP to our PEOs and
Non-PEO
NEOs in accordance with the Pay Versus Performance Rules in 2025. To the extent vested options were granted in an applicable year, there was no difference between the grant date fair value of such stock option awards as included in the Summary Compensation Table and the fair value of the stock option awards on the vesting date. No adjustments were made for defined benefit and actuarial pension plans because the Company does not have defined benefit or actuarial
pension
plans.
 
 
 
  
 
  
2025
  
 
  
Ted Sarandos
($)
 
Greg Peters
($)
 
Average for
Non-PEO

NEOs
($)
Summary Compensation T
a
ble (“SCT”) Total
       53,905,972       53,187,307       12,952,760
Minus
Amounts reported as “Stock Awards” in the SCT
       (41,398,424 )       (41,398,424 )       (8,194,157 )
Plus
the change as of the fiscal year end (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that are outstanding and unvested as of the fiscal year end
       1,614,662       1,614,662       221,391
Plus
the Fair Value as of the vesting date for awards that were both granted and vested in the relevant year
(a)
       6,330,612       6,330,612       1,336,729
Plus
the change as of the vesting date (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that vested during the relevant year
       4,104,688       4,108,342       566,969
Minus
the Fair Value as of the end of the prior year of awards that were forfeited during the relevant year
       0       0       (284,354 ) 
Plus
the Fair Value as of the fiscal year end of Equity Awards Granted in the Year and Unvested as of the fiscal year end
(a)
       30,994,753       30,994,753       5,659,542
Equals
Compensation Actually Paid
       55,552,263       54,837,252       12,258,880
 
(a)
 
Because PSUs are earned based on achievement of a market condition, in computing these amounts with respect to PSUs, fair value as of fiscal year end is based on an updated market-based fair value using data through year end and fair value as of the vesting date is based on the market-based fair value as of the vesting date. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differ materially from those disclosed as of the grant date of such awards.
       
Compensation Actually Paid vs. Total Shareholder Return LOGO        
Compensation Actually Paid vs. Net Income        
Compensation Actually Paid vs. Company Selected Measure LOGO        
Total Shareholder Return Vs Peer Group LOGO        
Tabular List, Table
Tabular List of Most Important Financial Performance Measures for Fiscal Year 2025
For the fiscal year ended December 31, 2025, the following represent the most important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for fiscal year 2025 to company performance:
 
 
F/X Neutral Operating Margin
(1)
F/X Neutral Revenue
(1)
Company TSR relative to the TSR of the companies in the S&P 500
(2)
 
(1)
 
We used F/X Neutral Operating Margin and F/X Neutral Revenue as financial performance measures to link CAP to company performance, as these were the metrics used in the 2025 Performance Bonus Program. Both of these measures are
non-GAAP
financial measures. F/X Neutral Revenue was calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period and for 2025, excludes the impact of hedging gains or losses realized as revenues and excludes revenues denominated in ARS. F/X Neutral Operating Margin was computed by dividing Adjusted Operating Profit by Adjusted Revenue. Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year, and for 2025, excludes the impact of hedging gains or losses realized as revenues from cash flow hedges entered into after January 1 and excludes revenues denominated in ARS. Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses was 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. The Company did not use financial performance measures to inform compensation for the Named Executive Officers in years prior to 2023, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
 
(2)
 
The PSUs granted to Named Executive Officers in fiscal year 2025 will vest based on our TSR performance relative to companies in the S&P 500.
Aside from the measures listed above, we did not use any financial performance measures to link CAP to company performance in fiscal year 2025.
       
Total Shareholder Return Amount $ 173.4 164.84 90.04 54.53 111.41
Peer Group Total Shareholder Return Amount 138.27 115.41 86.6 59.35 97.88
Net Income (Loss) $ 10,981,000,000 $ 8,712,000,000 $ 5,408,000,000 $ 4,492,000,000 $ 5,116,000,000
Company Selected Measure Amount 0.281 0.264 0.209 0.20 0.216
Measure:: 1          
Pay vs Performance Disclosure          
Name F/X Neutral Operating Margin        
Non-GAAP Measure Description
(1)
 
We used F/X Neutral Operating Margin and F/X Neutral Revenue as financial performance measures to link CAP to company performance, as these were the metrics used in the 2025 Performance Bonus Program. Both of these measures are
non-GAAP
financial measures. F/X Neutral Revenue was calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period and for 2025, excludes the impact of hedging gains or losses realized as revenues and excludes revenues denominated in ARS. F/X Neutral Operating Margin was computed by dividing Adjusted Operating Profit by Adjusted Revenue. Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year, and for 2025, excludes the impact of hedging gains or losses realized as revenues from cash flow hedges entered into after January 1 and excludes revenues denominated in ARS. Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses was 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. The Company did not use financial performance measures to inform compensation for the Named Executive Officers in years prior to 2023, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name F/X Neutral Revenue        
Non-GAAP Measure Description
(1)
 
We used F/X Neutral Operating Margin and F/X Neutral Revenue as financial performance measures to link CAP to company performance, as these were the metrics used in the 2025 Performance Bonus Program. Both of these measures are
non-GAAP
financial measures. F/X Neutral Revenue was calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period and for 2025, excludes the impact of hedging gains or losses realized as revenues and excludes revenues denominated in ARS. F/X Neutral Operating Margin was computed by dividing Adjusted Operating Profit by Adjusted Revenue. Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year, and for 2025, excludes the impact of hedging gains or losses realized as revenues from cash flow hedges entered into after January 1 and excludes revenues denominated in ARS. Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses was 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. The Company did not use financial performance measures to inform compensation for the Named Executive Officers in years prior to 2023, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Measure:: 3          
Pay vs Performance Disclosure          
Name Company TSR relative to the TSR of the companies in the S&P 500        
Non-GAAP Measure Description
(2)
 
The PSUs granted to Named Executive Officers in fiscal year 2025 will vest based on our TSR performance relative to companies in the S&P 500.
       
Reed Hastings [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 0 $ 0 $ 11,290,411 $ 51,073,237 $ 40,823,725
PEO Actually Paid Compensation Amount $ 0 0 13,536,949 51,073,237 40,823,725
PEO Name Reed Hastings        
Ted Sarandos [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 53,905,972 61,922,397 49,834,936 50,299,296 38,232,164
PEO Actually Paid Compensation Amount $ 55,552,263 117,146,823 57,780,177 50,299,296 38,232,164
PEO Name Ted Sarandos        
Greg Peters [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 53,187,307 60,272,574 40,117,124 0 0
PEO Actually Paid Compensation Amount $ 54,837,252 $ 112,547,114 $ 46,723,963 $ 0 $ 0
PEO Name Greg Peters        
PEO | Ted Sarandos [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (41,398,424)        
PEO | Ted Sarandos [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 30,994,753        
PEO | Ted Sarandos [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,614,662        
PEO | Ted Sarandos [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,330,612        
PEO | Ted Sarandos [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,104,688        
PEO | Ted Sarandos [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Greg Peters [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (41,398,424)        
PEO | Greg Peters [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 30,994,753        
PEO | Greg Peters [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,614,662        
PEO | Greg Peters [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,330,612        
PEO | Greg Peters [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,108,342        
PEO | Greg Peters [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,194,157)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,659,542        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 221,391        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,336,729        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 566,969        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (284,354)        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Dec. 01, 2025
USD ($)
$ / shares
Nov. 03, 2025
USD ($)
$ / shares
Award Timing Disclosures [Line Items]      
Award Timing MNPI Disclosure
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.
 
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 %
 
(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.
   
Award Timing Method 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.
   
Award Timing Predetermined true    
Award Timing MNPI Considered true    
Award Timing, How MNPI Considered During 2025, we did not grant options to our Named Executive Officers, except to Mr. Hastings for his
non-employee
director service.
   
MNPI Disclosure Timed for Compensation Value false    
Awards Close in Time to MNPI Disclosures, Table
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 %
 
(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.
   
Reed Hastings [Member]      
Awards Close in Time to MNPI Disclosures      
Name   REED HASTINGS REED HASTINGS
Underlying Securities   576 570
Exercise Price | $ / shares   $ 109.13 $ 110.01
Fair Value as of Grant Date   $ 34,064 $ 33,981
Underlying Security Market Price Change   (0.0623) (0.0015)
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true