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  4. [Form 4] Dolby Laboratories, Inc. Insider Trading Activity

Dolby Laboratories (NYSE: DLB) insider files stock grants and sales

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Dolby Laboratories executive Mark Andrew Sherman reported equity grants and share transactions in Class A common stock. On December 15, 2025 he received 25,633 restricted stock units that vest in four annual installments starting December 15, 2025, a performance-based restricted stock unit award for 12,816 target shares, and a stock option covering 56,440 shares at an exercise price of $66.62 per share.

Performance-based units originally granted in 2022 paid out at 64.65% of the 9,149-share target, resulting in 5,915 shares vesting and 3,234 PSUs being cancelled. To cover withholding taxes on vesting awards, the issuer withheld 9,252 and 2,530 shares at prices of $67.54 and $66.62. Sherman also sold 6,738, 2,371 and 2,491 shares on December 16 and 17, 2025 at weighted average prices of $66.5758, $67.1705 and $67.2637 under a Rule 10b5-1 trading plan adopted on February 28, 2025, and held 70,563 shares after these transactions, including 53,636 unvested restricted stock units.

Positive

  • None.

Negative

  • None.
Insider SHERMAN MARK ANDREW
Role EVP, Gen. Counsel & Secretary
Sold 11,600 shs ($775K)
Type Security Shares Price Value
Sale Class A Common Stock 2,491 $67.2637 $168K
Tax Withholding Class A Common Stock 2,530 $66.62 $169K
Sale Class A Common Stock 6,738 $66.5758 $449K
Sale Class A Common Stock 2,371 $67.1705 $159K
Grant/Award Performance-Based Restricted Stock Unit 12,816 $0.00 --
Grant/Award Employee Stock Option (Right to Buy) 56,440 $0.00 --
Exercise Performance-Based Restricted Stock Unit 5,915 $0.00 --
Grant/Award Class A Common Stock 25,633 $0.00 --
Exercise Class A Common Stock 5,915 $0.00 --
Tax Withholding Class A Common Stock 9,252 $67.54 $625K
Holdings After Transaction: Class A Common Stock — 70,563 shares (Direct); Performance-Based Restricted Stock Unit — 12,816 shares (Direct); Employee Stock Option (Right to Buy) — 56,440 shares (Direct)
Footnotes (1)
  1. Award represents a total of 25,633 restricted stock units granted under the terms of the Issuer's 2020 Stock Plan. Under the terms of the restricted stock unit grant agreement, 1/4 of the total number of units shall vest on each anniversary of December 15, 2025. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting. Shares held following the reported transactions include 71,103 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock. In accordance with Rule 16b-3, shares reported as disposed of were withheld by the Issuer in a transaction exempt from Section 16(b) and not issued to the reporting person in order to cover withholding taxes incidental to the vesting of restricted stock units or performance-based restricted stock units. Shares held following the reported transactions include 58,657 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. Shares held following the reported transactions include 53,636 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. The shares were sold in multiple transactions at prices ranging from $65.98 to $66.97, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected. The shares were sold pursuant to a 10b5-1 trading plan adopted on February 28, 2025. The shares were sold in multiple transactions at prices ranging from $67.00 to $67.38, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected. The shares were sold pursuant to a 10b5-1 trading plan adopted on February 28, 2025. The shares were sold in multiple transactions at prices ranging from $66.52 to $67.51, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected. The shares were sold pursuant to a 10b5-1 trading plan adopted on February 28, 2025. Each performance-based restricted stock unit ("PSU") represents a right to receive, upon vesting, one share of Class A common stock. The vesting of this PSU award is dependent upon (i) achievement of performance criteria measured during a three-year performance period beginning on December 15, 2025 and ending December 12, 2028 and (ii) satisfaction of a service-based vesting component. The number of shares reported is at the target award amount. The reporting person may potentially earn from 0% to 200% of the target award amount based on achievement of annualized total shareholder return compared to the S&P Mid Cap 400 Index at the end of the three-year performance period. The actual PSU award earned shall vest upon the later of three years from the date of grant and certification by the Company's Compensation Committee of the achievement of the performance criteria, following the end of the three-year performance period. This option was granted for a total of 56,440 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vests on the first anniversary of December 15, 2025, the vesting commencement date, and the balance of the shares vest in equal monthly installments over the next 36 months thereafter. The vesting of the PSU award was dependent upon the achievement of performance criteria measured during a three-year performance period beginning on December 15, 2022 and ending December 10, 2025. The reporting person was eligible to earn from 0% to 200% of the target award amount (which was 9,149 shares) based on achievement of annualized total shareholder return compared to the S&P Mid Cap 400 Index at the end of the three-year performance period. Following the end of the three-year performance period, the Issuer's Compensation Committee certified the achievement of the performance criteria at 64.65% of the target award amount resulting in the vesting of 5,915 PSUs. The remaining 3,234 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SHERMAN MARK ANDREW
(Last) (First) (Middle)
C/O DOLBY LABORATORIES, INC.
1275 MARKET STREET
(Street)
SAN FRANCISCO CA 94103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dolby Laboratories, Inc. [ DLB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Gen. Counsel & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/15/2025 A 25,633 A(1) $0 88,030(2) D
Class A Common Stock 12/15/2025 M 5,915 A $0(3) 93,945(2) D
Class A Common Stock 12/15/2025 F(4) 9,252 D $67.54 84,693(5) D
Class A Common Stock 12/16/2025 F(4) 2,530 D $66.62 82,163(6) D
Class A Common Stock 12/16/2025 S 6,738 D $66.5758(7) 75,425(6) D
Class A Common Stock 12/16/2025 S 2,371 D $67.1705(8) 73,054(6) D
Class A Common Stock 12/17/2025 S 2,491 D $67.2637(9) 70,563(6) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Restricted Stock Unit (10) 12/15/2025 A 12,816 (10) (10) Class A Common Stock 12,816 $0 12,816 D
Employee Stock Option (Right to Buy) $66.62 12/15/2025 A 56,440 (11) 12/15/2035 Class A Common Stock 56,440 $0 56,440 D
Performance-Based Restricted Stock Unit (3) 12/15/2025 M 5,915 (12) (12) Class A Common Stock 5,915 $0 0 D
Explanation of Responses:
1. Award represents a total of 25,633 restricted stock units granted under the terms of the Issuer's 2020 Stock Plan. Under the terms of the restricted stock unit grant agreement, 1/4 of the total number of units shall vest on each anniversary of December 15, 2025. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
2. Shares held following the reported transactions include 71,103 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
3. Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock.
4. In accordance with Rule 16b-3, shares reported as disposed of were withheld by the Issuer in a transaction exempt from Section 16(b) and not issued to the reporting person in order to cover withholding taxes incidental to the vesting of restricted stock units or performance-based restricted stock units.
5. Shares held following the reported transactions include 58,657 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
6. Shares held following the reported transactions include 53,636 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
7. The shares were sold in multiple transactions at prices ranging from $65.98 to $66.97, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected. The shares were sold pursuant to a 10b5-1 trading plan adopted on February 28, 2025.
8. The shares were sold in multiple transactions at prices ranging from $67.00 to $67.38, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected. The shares were sold pursuant to a 10b5-1 trading plan adopted on February 28, 2025.
9. The shares were sold in multiple transactions at prices ranging from $66.52 to $67.51, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected. The shares were sold pursuant to a 10b5-1 trading plan adopted on February 28, 2025.
10. Each performance-based restricted stock unit ("PSU") represents a right to receive, upon vesting, one share of Class A common stock. The vesting of this PSU award is dependent upon (i) achievement of performance criteria measured during a three-year performance period beginning on December 15, 2025 and ending December 12, 2028 and (ii) satisfaction of a service-based vesting component. The number of shares reported is at the target award amount. The reporting person may potentially earn from 0% to 200% of the target award amount based on achievement of annualized total shareholder return compared to the S&P Mid Cap 400 Index at the end of the three-year performance period. The actual PSU award earned shall vest upon the later of three years from the date of grant and certification by the Company's Compensation Committee of the achievement of the performance criteria, following the end of the three-year performance period.
11. This option was granted for a total of 56,440 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vests on the first anniversary of December 15, 2025, the vesting commencement date, and the balance of the shares vest in equal monthly installments over the next 36 months thereafter.
12. The vesting of the PSU award was dependent upon the achievement of performance criteria measured during a three-year performance period beginning on December 15, 2022 and ending December 10, 2025. The reporting person was eligible to earn from 0% to 200% of the target award amount (which was 9,149 shares) based on achievement of annualized total shareholder return compared to the S&P Mid Cap 400 Index at the end of the three-year performance period. Following the end of the three-year performance period, the Issuer's Compensation Committee certified the achievement of the performance criteria at 64.65% of the target award amount resulting in the vesting of 5,915 PSUs. The remaining 3,234 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria.
/s/ Daniel Rodriguez, Attorney-in-Fact for Mark Andrew Sherman 12/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider stock transactions did Dolby Laboratories (DLB) report for Mark Andrew Sherman?

The report shows that Mark Andrew Sherman, EVP, General Counsel & Secretary of Dolby Laboratories, received restricted stock units, performance-based restricted stock units, and a stock option, and also had shares withheld for taxes and sold shares of Class A common stock on December 15–17, 2025.

What new stock awards did Mark Andrew Sherman receive from Dolby Laboratories (DLB)?

On December 15, 2025, Sherman received 25,633 restricted stock units that vest in four annual installments starting December 15, 2025, a performance-based RSU award for 12,816 target shares, and a stock option for 56,440 shares of Class A common stock with an exercise price of $66.62 per share.

How many Dolby Laboratories (DLB) shares does Mark Andrew Sherman own after these transactions?

After the reported transactions, Sherman beneficially owned 70,563 shares of Dolby Laboratories Class A common stock, including 53,636 shares underlying restricted stock units that remain subject to forfeiture until they vest.

How were the 2022 performance-based restricted stock units for Mark Andrew Sherman determined and settled?

The 2022 PSU award had a three-year performance period from December 15, 2022 to December 10, 2025 and a target of 9,149 shares. The Compensation Committee certified performance at 64.65% of target, so 5,915 PSUs vested and 3,234 PSUs were cancelled.

Were Mark Andrew Sherman’s Dolby Laboratories (DLB) stock sales made under a Rule 10b5-1 plan?

Yes. The disclosures state that the share sales on December 16 and 17, 2025 were executed pursuant to a Rule 10b5-1 trading plan that Sherman adopted on February 28, 2025.

Why were some Dolby Laboratories (DLB) shares reported as disposed of to the issuer for Mark Andrew Sherman?

Shares reported as disposed of with transaction code F were withheld by Dolby Laboratories to cover withholding taxes related to the vesting of restricted stock units and performance-based restricted stock units, in a transaction exempt from Section 16(b) under Rule 16b-3.