Charitable share gifts trim Dolby (NYSE: DLB) family’s Class A stake
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Dolby Laboratories’ controlling shareholders report a small reduction in their stake driven by charitable giving. An amended beneficial ownership report from Dagmar Dolby, family members and related trusts shows their combined percentage of outstanding Class A common stock has fallen by more than one percent.
The change comes mainly from gifts of 43,500 Class A shares by the Dagmar Dolby Fund and 890,000 Class A shares by the Dagmar Dolby Trust, partially offset by 3,140 Class A shares issued to David E. Dolby upon vesting of restricted stock units. After these moves, Dagmar Dolby beneficially owns 34,368,358 shares of Class A (assuming conversion of Class B), or 36.0% of that class, representing 84.0% of total voting power. David E. Dolby beneficially owns 33,615,951 such shares, or 35.2% of Class A, representing 82.3% of total voting power.
Positive
- None.
Negative
- None.
Insights
Dolby family slightly reduces economic stake through charitable gifts while maintaining overwhelming voting control.
The filing details that Dagmar Dolby, her family members and affiliated entities have reduced their beneficial ownership of Dolby Laboratories Class A common stock by more than one percent. The key drivers are charitable transfers of 43,500 shares by the Dagmar Dolby Fund and 890,000 shares by the Dagmar Dolby Trust, with no cash consideration, offset by 3,140 shares issued to David E. Dolby upon restricted stock unit vesting.
Despite this reduction, the dual-class structure means control remains highly concentrated. Dagmar Dolby’s beneficial holdings represent 36.0% of Class A on an as-converted basis and 84.0% of total voting power, while David E. Dolby’s reported position corresponds to 35.2% of Class A and 82.3% of total voting power, each figure calculated using the stated counts of 60,884,768 Class A shares and 34,655,045 Class B shares outstanding as of January 23, 2026.
From a governance perspective, this amendment mainly refreshes disclosed ownership levels rather than signaling a strategic exit or liquidity transaction. The transfers are explicitly described as charitable gifts made for no value, so there is no sale pressure or proceeds use implied here. Future company disclosures may clarify if the pace of such gifting continues or if additional equity awards, like the 3,140-share restricted stock unit vesting for David E. Dolby, meaningfully affect long-term ownership distribution given the dual-class voting dynamics.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 55)
|
Dolby Laboratories, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
25659T107 (CUSIP Number) |
Andy Sherman, Esq. 1275 Market Street, San Francisco, CA, 94103-1410 (415) 558-0200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/11/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
Dagmar Dolby | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,368,358.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Row 8 consist of (i) 57,125 shares of Class A Common Stock held of record by the Dagmar Dolby Fund, a California nonprofit public benefit corporation (the "Dagmar Dolby Fund"), (ii) 103,500 shares of Class A Common Stock held of record by the Ray Dolby Legacy Fund, a California nonprofit public benefit corporation (the "Ray Dolby Legacy Fund"), (iii) 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust under the Dolby Family Trust Instrument dated May 7, 1999 (the "Marital Trust"), and (iv) 7,682,117 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust under the Dolby Family Trust Instrument dated May 7, 1999 (the "Dagmar Dolby Trust"). Dagmar Dolby, as one of three directors of the Dagmar Dolby Fund, has shared voting power over all 57,125 shares of Class A Common Stock held of record by the Dagmar Dolby Fund, with voting and disposition decisions regarding such shares requiring the majority vote of the Dagmar Dolby Fund's board of directors. Dagmar Dolby, as one of three directors of the Ray Dolby Legacy Fund, has shared voting power over all 103,500 shares of Class A Common Stock held of record by the Ray Dolby Legacy Fund, with voting and disposition decisions regarding such shares requiring the majority vote of the Ray Dolby Legacy Fund's board of directors. David E. Dolby, Dagmar Dolby's son, is the Special Trustee of each of the Marital Trust and the Dagmar Dolby Trust. Dagmar Dolby has sole dispositive power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
The shares set forth in Row 9 consist of (i) 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust, (ii) 7,682,117 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust, (iii) 160,592 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A dated April 19, 2002 (the "Ray Dolby 2002 Trust A"), (iv) 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B dated April 19, 2002 (the "Ray Dolby 2002 Trust B"), (v) 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II LLC ("Dolby Holdings II"), (vi) 350,000 shares of Class B Common Stock held of record by Dolby Holdings III LLC ("Dolby Holdings III"), and (vii) 403,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B, dated March 23, 2016 (the "Dagmar Dolby 2016 Trust B"). Dagmar Dolby is the Trustee of, and has sole dispositive power over the shares held of record by, each of the Marital Trust, the Dagmar Dolby Trust, the Ray Dolby 2002 Trust A, the Ray Dolby 2002 Trust B, and the Dagmar Dolby 2016 Trust B. Dagmar Dolby and David E. Dolby, Special Trustee of the Marital Trust and the Dagmar Dolby Trust, have shared voting power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee. Thomas E. Dolby, Dagmar Dolby's son, is the Special Trustee of, and has sole voting power over the shares held of record by, the Ray Dolby 2002 Trust A. David E. Dolby is the Special Trustee of, and has sole voting power over the shares held of record by, each of the Ray Dolby 2002 Trust B, and the Dagmar Dolby 2016 Trust B. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II and Dolby Holdings III as the Manager of each, each of Thomas E. Dolby and David E. Dolby has sole voting power over 50% of the shares held of record by Dolby Holdings II as a Special Manager of Dolby Holdings II, and David E. Dolby has sole voting power over all of the shares held of record by Dolby Holdings III as a Special Manager of Dolby Holdings III. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
The shares set forth in Row 10 consist of 57,125 shares of Class A Common Stock held of record by the Dagmar Dolby Fund. Dagmar Dolby, as one of three directors of the Dagmar Dolby Fund, has shared voting power over all 57,125 shares of Class A Common Stock held of record by the Dagmar Dolby Fund, with voting and disposition decisions regarding such shares requiring the majority vote of the Dagmar Dolby Fund's board of directors. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
The shares set forth in Row 10 also consist of 103,500 shares of Class A Common Stock held of record by the Ray Dolby Legacy Fund. Dagmar Dolby, as one of three directors of the Ray Dolby Legacy Fund, has shared voting power over all 103,500 shares of Class A Common Stock held of record by the Ray Dolby Legacy Fund, with voting and disposition decisions regarding such shares requiring the majority vote of the Ray Dolby Legacy Fund's board of directors. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Dagmar Dolby is 36.1%. Dagmar Dolby's percentage ownership of Class B Common Stock is 98.7%.
The shares set forth in Row 11 represent 84.0% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock and the shares over which Dagmar Dolby has sole or shared voting power represent 78.1% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
|
| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
Dagmar Dolby, as Trustee of the Marital Trust under the Dolby Family Trust Instrument dated May 7, 1999 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,108,162.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Rows 8, 9 and 11 consist of 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust. David E. Dolby, Dagmar Dolby's son, is the Special Trustee of the Marital Trust. Dagmar Dolby has sole dispositive power over the shares held of record by the Marital Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by the Marital Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Marital Trust is 28.4%. The Marital Trust's percentage ownership of Class B Common Stock is 69.6%.
The shares set forth in Row 11 represent 59.2% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
|
| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
Dagmar Dolby, as Trustee of the Dagmar Dolby Trust under the Dolby Family Trust Instrument dated May 7, 1999 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,682,117.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Rows 8, 9 and 11 consist of 7,682,117 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust. David E. Dolby, Dagmar Dolby's son, is the Special Trustee of the Dagmar Dolby Trust. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Dagmar Dolby Trust is 11.2%. The Dagmar Dolby Trust's percentage ownership of Class B Common Stock is 22.2%.
The shares set forth in Row 11 represent 18.9% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
|
| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A dated April 19, 2002 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
160,592.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Rows 9 and 11 consist of 160,592 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A. Thomas E. Dolby, Dagmar Dolby's son, is the Special Trustee of the Ray Dolby 2002 Trust A. Dagmar Dolby has sole dispositive power over the shares held of record by the Ray Dolby 2002 Trust A, and Thomas E. Dolby has sole voting power over the shares held of record by the Ray Dolby 2002 Trust A.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Ray Dolby 2002 Trust A is 0.3%. The Ray Dolby 2002 Trust A's percentage ownership of Class B Common Stock is 0.5%.
The shares set forth in Row 11 represent 0.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
|
| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B dated April 19, 2002 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
463,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Rows 9 and 11 consist of 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B. David E. Dolby, Dagmar Dolby's son, is the Special Trustee of the Ray Dolby 2002 Trust B. Dagmar Dolby has sole dispositive power over the shares held of record by the Ray Dolby 2002 Trust B, and David E. Dolby has sole voting power over the shares held of record by the Ray Dolby 2002 Trust B.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Ray Dolby 2002 Trust B is 0.8%. The Ray Dolby 2002 Trust B's percentage ownership of Class B Common Stock is 1.3%.
The shares set forth in Row 11 represent 1.1% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
|
| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
Dolby Holdings II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,040,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Rows 8, 10 and 11 consist of 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II as the Manager of Dolby Holdings II. Each of Thomas E. Dolby and David E. Dolby, Dagmar Dolby's sons, has sole voting power over 50% of the shares held of record by Dolby Holdings II as a Special Manager of Dolby Holdings II.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Dolby Holdings II is 1.7%. Dolby Holdings II's percentage ownership of Class B Common Stock is 3.0%.
The shares set forth in Row 11 represent 2.6% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
|
| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
Dolby Holdings III LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
350,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Rows 8, 10 and 11 consist of 350,000 shares of Class B Common Stock held of record by Dolby Holdings III. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings III as the Manager of Dolby Holdings III. David E. Dolby, Dagmar Dolby's son, has sole voting power over the shares held of record by Dolby Holdings III as the Special Manager of Dolby Holdings III.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Dolby Holdings III is 0.6%. Dolby Holdings III's percentage ownership of Class B Common Stock is 1.0%.
The shares set forth in Row 11 represents 0.9% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
|
| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B dated March 23, 2016 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
403,600.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Rows 9 and 11 consist of 403,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B. David E. Dolby, Dagmar Dolby's son, is the Special Trustee of the Dagmar Dolby 2016 Trust B. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby 2016 Trust B, and David E. Dolby has sole voting power over the shares held of record by the Dagmar Dolby 2016 Trust B.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Dagmar Dolby 2016 Trust B is 0.7%. The Dagmar Dolby 2016 Trust B's percentage ownership of Class B Common Stock is 1.2%.
The shares set forth in Row 11 represent 1.0% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
|
| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
Thomas E. Dolby | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
680,592.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Rows 7 and 11 consist of (i) 160,592 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A, and (ii) 520,000 shares of Class B Common Stock held of record by Dolby Holdings II. Dagmar Dolby, Thomas E. Dolby's mother, is the Trustee of, and has sole dispositive power over the shares held of record by, the Ray Dolby 2002 Trust A. Thomas E. Dolby is the Special Trustee of, and has sole voting power over the shares held of record by, the Ray Dolby 2002 Trust A. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II as the Manager of Dolby Holdings II, and Thomas E. Dolby has sole voting power over 50% of the 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II as a Special Manager of Dolby Holdings II. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Thomas E. Dolby is 1.1%. Thomas E. Dolby's percentage ownership of Class B Common Stock is 2.0%.
The shares set forth in Row 11 represent 1.7% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
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| CUSIP No. | 25659T107 |
| 1 |
Name of reporting person
David E. Dolby | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
33,615,951.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
35.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
The shares set forth in Row 7 consist of (i) 88,810 shares of Class A Common Stock held of record by David E. Dolby, (ii) 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B, (iii) 520,000 shares of Class B Common Stock held of record by Dolby Holdings II, (iv) 350,000 shares of Class B Common Stock held of record by Dolby Holdings III, and (v) 403,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B. Dagmar Dolby, David E. Dolby's mother, is the Trustee of, and has sole dispositive power over the shares held of record by, each of the Ray Dolby 2002 Trust B and the Dagmar Dolby 2016 Trust B. David E. Dolby is the Special Trustee of, and has sole voting power over the shares held of record by, each of the Ray Dolby 2002 Trust B and the Dagmar Dolby 2016 Trust B. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II and Dolby Holdings III as the Manager of each, and David E. Dolby has sole voting power over 50% of the 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II and all of the 350,000 shares of Class B Common Stock held of record by Dolby Holdings III, as Special Manager of each. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
The shares set forth in Row 8 consist of (i) 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust and (ii) 7,682,117 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust. David E. Dolby is the Special Trustee of each of the Marital Trust and the Dagmar Dolby Trust. Dagmar Dolby has sole dispositive power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
The shares set forth in Row 9 consist of 88,810 shares of Class A Common Stock held of record by David E. Dolby.
The percentage set forth in Row 13 represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by David E. Dolby is 35.6%. David E. Dolby's percentage ownership of Class B Common Stock is 96.7%.
The shares set forth in Row 11 represent 82.3% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
The percentage set forth in Row 13 is based on 60,884,768 shares of Class A Common Stock and 34,655,045 shares of Class B Common Stock outstanding on January 23, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Dolby Laboratories, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1275 Market Street, San Francisco,
CALIFORNIA
, 94103-1410. | |
Item 1 Comment:
This Amendment No. 55 to Schedule 13D (this "Amendment") amends the Schedule 13D initially filed with the Commission on December 27, 2011 (as subsequently amended prior to the date hereof, the "Statement"). This Amendment is filed on behalf of (i) Dagmar Dolby, (ii) Thomas E. Dolby, (iii) David E. Dolby, (iv) Dagmar Dolby, as Trustee of the Marital Trust, (v) Dagmar Dolby, as Trustee of the Dagmar Dolby Trust, (vi) Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A, (vii) Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B, (viii) Dolby Holdings II, (ix) Dolby Holdings III, and (x) Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B (collectively, the "Reporting Persons"), relating to the beneficial ownership of the Class A Common Stock, $0.001 par value per share (the "Class A Common Stock"), and the Class B Common Stock, $0.001 par value per share (the "Class B Common Stock"), of Dolby Laboratories, Inc., a Delaware corporation (the "Company").
This Amendment No. 55 is being filed to report the current percentage of the outstanding shares of Class A Common Stock (calculated in accordance with Rule 13d-3 under the Exchange Act) beneficially owned by the Reporting Persons, and reflects, as of February 11, 2026, a decrease of more than one percent of the outstanding shares of Class A Common Stock that the Reporting Persons beneficially own, or may be deemed to beneficially own, as reported in the most recently filed Statement. Except as set forth herein, this Amendment does not supplement, restate or amend any of the information disclosed in the Statement. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Statement. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is amended by adding the following at the end thereof:
There was a decrease in the Reporting Persons' beneficial holdings of more than one percent of the outstanding shares of Class A Common Stock resulting from the gifting of (i) 43,500 shares of Class A Common Stock beneficially owned by the Dagmar Dolby Fund and (ii) 890,000 shares of Class A Common Stock beneficially owned by the Dagmar Dolby Trust (collectively, the "Transfers"), partially offset by 3,140 shares of Class A Common Stock issued to David E. Dolby upon the vesting of restricted stock units. The Transfers were effected solely for charitable gifting purposes, and were transfers for no value without the payment or receipt of any funds or other consideration by the Reporting Persons in exchange therefor.
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| Item 5. | Interest in Securities of the Issuer | |
| (c) | Subsection (c) of Item 5 of the Statement is amended by adding the following at the end thereof:
The information set forth in Item 4 regarding the Transfers is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement pursuant to Rule 13d-1(k)(1).
Exhibit 2: Power of Attorney - Dagmar Dolby (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 3: Power of Attorney - Thomas E. Dolby (incorporated by reference to Exhibit 3 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 4: Power of Attorney - David E. Dolby (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 5: Power of Attorney - Marital Trust (incorporated by reference to Exhibit 6 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 6: Power of Attorney - Dagmar Dolby Trust (incorporated by reference to Exhibit 7 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 7: Power of Attorney - Ray Dolby 2002 Trust A (incorporated by reference to Exhibit 8 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 8: Power of Attorney - Ray Dolby 2002 Trust B (incorporated by reference to Exhibit 9 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 9: Power of Attorney - Dolby Holdings II (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 10: Power of Attorney - Dolby Holdings III (incorporated by reference to Exhibit 10 to the Schedule 13D/A filed with the Commission on March 29, 2018).
Exhibit 11: Power of Attorney - Dagmar Dolby 2016 Trust B (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on February 28, 2018).
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
*By: /s/ Patrick McCabe, on behalf of Shartsis Friese LLP, as Attorney-in-Fact |
FAQ
What change in insider ownership does this Dolby (DLB) Schedule 13D/A report?
It reports that Dolby family reporting persons now own a lower percentage of outstanding Class A shares, reflecting a decrease of more than one percent. The change results mainly from charitable gifts of 933,500 Class A shares, partly offset by 3,140 shares issued upon restricted stock unit vesting.
How many Dolby (DLB) shares were gifted and for what purpose?
The filing describes gifts of 43,500 Class A shares from the Dagmar Dolby Fund and 890,000 Class A shares from the Dagmar Dolby Trust. These transfers were made solely for charitable gifting purposes, with no funds or other consideration paid or received by the reporting persons in exchange.
What is Dagmar Dolby’s reported ownership and voting power in Dolby (DLB)?
Dagmar Dolby beneficially owns 34,368,358 shares on an as-converted Class A basis, representing 36.0% of the Class A common stock. Those holdings correspond to 84.0% of the total outstanding voting power across both Class A and Class B shares, based on the stated share counts outstanding.
How much of Dolby (DLB) does David E. Dolby beneficially own after this amendment?
David E. Dolby beneficially owns 33,615,951 shares on an as-converted Class A basis, equal to 35.2% of the Class A common stock. His reported position represents 82.3% of total outstanding voting power, reflecting significant influence through direct holdings and various family trusts and entities.
How does Dolby’s dual-class share structure affect control according to this filing?
Dolby has Class A and Class B common stock with identical economic rights but different voting power. Each Class B share carries ten votes versus one vote for Class A. Because family entities hold large blocks of Class B shares, they control the majority of total voting power despite partial reductions.
Did the Dolby family receive cash from the transactions in this Schedule 13D/A?
No cash changed hands in the main transactions described. The filing states the 43,500-share and 890,000-share transfers were charitable gifts made for no value, with no payment or receipt of funds or other consideration by the reporting persons in connection with these transfers.