News & Events

Other Events. On April 22, 2026, the Board of Directors (the “Board”) of Netflix, Inc. (the “Company”) authorized the repurchase of an additional $25 billion of the Company’s common stock, in addition to the repurchase program authorized in December 2024, each without an expiration date. The Company had approximately $6.8 billion available for repurchase as of March 31, 2026 under the Company’s December 2024 share repurchase authorization. Stock repurchases may be effected through open market…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 10, 2026, Reed Hastings informed the Company of his decision to not stand for re-election as a director at the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”). Mr. Hastings’ current term will expire at the Annual Meeting. He will continue to serve as a director and Chairman of the Board until the Annual Meeting. Mr. Ha…

Results of Operations and Financial Condition. On April 16, 2026, Netflix, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2026. The Letter to Shareholders, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, includes reference to the non-GAAP financial information. A reconciliation to the GAAP equivalent of non-GAAP measures is contained in tabular form in Exhibit 99.1. We are not able to reconcile forward-looking non-GAAP fi…

Termination of a Material Definitive Agreement. As previously disclosed, on January 19, 2026, Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“Newco”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agre…

Results of Operations and Financial Condition. On January 20, 2026, Netflix, Inc. (the “Company”) announced its financial results for the quarter ended December 31, 2025. The Letter to Shareholders, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, includes reference to the non-GAAP financial information. A reconciliation to the GAAP equivalent of non-GAAP measures is contained in tabular form in Exhibit 99.1. We are not able to reconcile forward-looking non-GA…

Entry into a Material Definitive Agreement. Amended and Restated Agreement and Plan of Merger On January 19, 2026, Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“Newco”), entered into an Amended and Restated Agreement and Plan of Mer…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included under

Entry into a Material Definitive Agreement. On December 19, 2025, Netflix, Inc. (“Netflix”) successfully replaced a portion of the commitments under its previously disclosed bridge commitment letter with a more permanent and cost effective funding structure, as further described below. Revolving Credit Agreement On December 19, 2025, Netflix entered into a Senior Unsecured Revolving Credit Agreement (the “Revolving Credit Agreement”) with the lenders party thereto and Wells Fargo Bank, Nation…

of the Original 8-K, and the description of the Merger Agreement and the Merger (as defined in the Original 8-K) in the Original 8-K is qualified in its entirety by reference to the full text of the Merger Agreement attached hereto as Exhibit 2.1. Other than as expressly set forth herein, the Original 8-K remains unchanged.

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On December 4, 2025, Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“Newco”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 6, 2023, Ambassador Susan Rice was appointed to the Board of Directors (the “Board”) of Netflix, Inc. (the “Company”). Her appointment is effective immediately, and she will hold office as a Class I director with a term expiring at the Company's annual meeting of stockholders in 2024. She has not yet been appointed to serve as a member…

NOTICE OF STOCKHOLDERS’ MEETINGS; EXCEPTION TO REQUIREMENTS OF NOTICE 4

ELECTION AND QUALIFICATION OF DIRECTORS 18

MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE 6

OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 6, 2023, Netflix, Inc. (the “Company”) appointed Jeffrey Karbowski, age 45, as the Company’s Principal Accounting Officer, effective February 13, 2023, where he will assume the role of VP, Chief Accounting Officer. Mr. Karbowski will report to Spencer Neumann, the Company's Chief Financial Officer, who will continue to serve as the Compa…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 19, 2022, Rodolphe Belmer notified Netflix, Inc. (the “Company”) that he will be resigning from the Board of Directors of the Company effective October 27, 2022. Mr. Belmer's resignation is not due to any disagreement with the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 22, 2022, Ken Barker, the principal accounting officer of Netflix, Inc. (the “Company”), submitted his resignation, effective October 7, 2022. Mr. Barker’s resignation was a personal decision and is not the result of any disagreement with the Company on any matter relating to the Company’s financials, operations, policies, or practices…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 10, 2022, Netflix, Inc. (the “Company”) appointed Ken Barker, age 55, as the Company’s Principal Accounting Officer, effective June 27, 2022. Mr. Barker is assuming the role of Principal Accounting Officer from Spencer Neumann, who continues to serve as the Company’s Chief Financial Officer and Principal Financial Officer. Mr. Barker will r…