奈飞美股招股说明书(2026-07-21版)

Netflix, Inc. $1,000,000,000 5.250% Senior Notes due August15, 2036 The 5.250% Senior Notes due 2036 will mature on August15, 2036. We refer to the 5.250% Senior Notes due 2036 as the “notes.” Interest on thenotes will be payable semi-annually on February15 and August15 of each year, beginning on February15, 2027. We may redeem the notes in whole or in part at any time prior to their maturity at the redemption prices described in this prospectus supplement. (1)Plus accrued interest, if any, from July22, 2026. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-5 of this prospectus supplement andPartI, Item1A, “Risk Factors” beginning on page4 of our Annual Report on Form10-K for the year ended December31,2025, filed with the Securities and Exchange Commission (the “SEC”) on January23, 2026, which is incorporated byreference herein, as well as the other SEC filings and other information included and incorporated by reference herein, toread about the factors you should consider before deciding to invest in the notes. Neither the SEC nor any state securities commission has approved or disapproved of the notes or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We expect to deliver the notes to investors in registered book-entry form only through the facilities of The Depository Trust Company,Clearstream Banking S.A. and Euroclear Bank, SA/NV, as operator of the Euroclear System, on or about July22, 2026, which is the second businessday following the date of this prospectus supplement (this settlement cycle is referred to as “T+2”). See “Underwriting (Conflicts of Interest).” We are responsible only for the information contained and incorporated by reference in this prospectus supplement, the accompanying prospectusand in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the underwriters have not,authorized anyone to give you any other information, and we and the underwriters take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell these securities in anyjurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this prospectussupplement, the accompanying prospectus or any related free writing prospectus is accurate as of any date other than the date of the documentcontaining the information or any earlier date as of which such information is given, as applicable. Our business, financial condition and results ofoperations may have changed since the applicable date. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESU.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIES CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS PLAN OF DISTRIBUTION ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also addsto and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part is the accompanying prospectus, which includes more general information about us and the securities wemay offer from time to time under our shelf registration statement on Form S-3 (Registration No.333-281071), some of which may not apply to thisoffering. If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus,you should rely on the information set forth in this prospectus supplement. You should read both this prospectus supplement and the accompanyingprospectus, together with any free writing prospectus related to this offering and the additional information described under the headings “Where YouCan Find More Information” and “Incorporation by Reference” on page S-30. In this prospectus supplement, except with respect to the terms of the notes, as otherwise indicated or unless the context otherwise requires,“Netflix,” “the Company,” “we,” “us” and “our” refer to Netflix, Inc. and its consolidated subsidiaries. This prospectus supplement, the accompanyingprospectus and the information incorporated by reference herein and therein include trademarks owned by us or other companies. All trademarks,servicemarks and tradenames included or inco