Netflix Files 8-K

TL;DR

NFLX filed a routine 8-K, nothing major to see here.

AI Summary

Netflix, Inc. filed an 8-K on July 30, 2024, reporting other events and financial statements/exhibits. The filing was made public on August 1, 2024. No specific financial details or material events were detailed in the provided text, beyond the standard reporting of exhibits.

Why It Matters

This filing indicates Netflix is adhering to its reporting obligations with the SEC, which is standard procedure for publicly traded companies.

Risk Assessment

Risk Level: low — The filing appears to be a standard procedural disclosure without any immediately apparent negative or positive material information.

Key Players & Entities

• NETFLIX INC (company) — Registrant
• July 30, 2024 (date) — Date of earliest event reported
• August 1, 2024 (date) — Filing date
• 121 Albright Way, Los Gatos, California 95032 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share NFLX NASDAQ Global Select
• $1 billion — mpleted a registered public offering of $1 billion in aggregate principal amount of 4.90%
• $800 million — 90% senior unsecured notes due 2034 and $800 million in aggregate principal amount of 5.40%

Filing Documents

• ny20032950x5_8k.htm (8-K) — 29KB
• ny20032950x5_ex1-1.htm (EX-1.1) — 230KB
• ny20032950x5_ex4-2.htm (EX-4.2) — 207KB
• ny20032950x5_ex5-1.htm (EX-5.1) — 16KB
• ny20032950x5_ex5-1img01.jpg (GRAPHIC) — 318KB
• 0001140361-24-035325.txt ( ) — 1143KB
• nflx-20240730.xsd (EX-101.SCH) — 4KB
• nflx-20240730_lab.xml (EX-101.LAB) — 21KB
• nflx-20240730_pre.xml (EX-101.PRE) — 16KB
• ny20032950x5_8k_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. Other Events. On August 1, 2024, Netflix, Inc. (the "Company") completed a registered public offering of $1 billion in aggregate principal amount of 4.90% senior unsecured notes due 2034 and $800 million in aggregate principal amount of 5.40% senior unsecured notes due 2054 (collectively, the "Notes") pursuant to an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were issued pursuant to an indenture dated as of July 29, 2024 (the "Base Indenture"), between the Company and Computershare Trust Company, National Association, as trustee (the "Trustee"), as supplemented by a supplemental indenture dated as of August 1, 2024 (the "Supplemental Indenture"), between the Company and the Trustee. The Company intends to use the net proceeds from the offering for the repayment at maturity of its outstanding 5.875% Senior Notes due 2025, 3.000% Senior Notes due 2025 and 3.625% Senior Notes due 2025, and for general corporate purposes. The Notes were issued and sold pursuant to the Company's registration statement on Form S-3ASR (File No. 333-281071) (the "Registration Statement"). Copies of the Underwriting Agreement, the Base Indenture and Supplemental Indenture establishing the terms of the Notes, the forms of the Notes and the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the validity of the Notes, are each filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The Company is filing this Current Report on Form 8-K to file certain items with the Securities and Exchange Commission that are to be incorporated by reference into the Registration Statement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated July 30, 2024, by and among Netflix, Inc. and Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. 4.1 Base Indenture, dated as of July 29, 2024, by and between Netflix, Inc. and Computershare Trust Company, National Association (incorporated by reference from Exhibit 4.1 to the Registration Statement). 4.2 Supplemental Indenture, dated as of August 1, 2024, by and between Netflix, Inc. and Computershare Trust Company, National Association 4.3 Form of Notes (included in Exhibit 4.2 above). 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 above). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NETFLIX, INC. Dated: August 1, 2024 By: /s/ Spencer Neumann Spencer Neumann Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR