Dolby Laboratories Inc
For the period ended Mar 28, 2025. Filed May 1, 2025.
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Mar 28, 2025 · Filed May 1, 2025
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ending March 28, 2025, the following directors and officers, as defined in Rule 16a-1(f), adopted a "Rule 10b5-1 trading arrangement" as defined in Regulation S-K Item 408, as follows:
On February 14, 2025, Emily Rollins, a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 1,000 shares of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until April 30, 2026, or earlier if all transactions under the trading arrangement are completed.
On February 28, 2025, Andy Sherman, our Executive Vice President, General Counsel, and Corporate Secretary, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 266,416 shares of our Class A common stock. This figure includes an estimate of the number of shares to be acquired under our ESPP that may be sold under the trading arrangement; however, the actual number of shares that will be acquired through the ESPP may vary. In addition, the number of shares that may be sold under the trading arrangement includes the maximum number of shares issuable under Mr. Sherman’s PSU award vesting during the term of the trading arrangement; however, the actual number of shares to be vested will depend on the achievement of applicable performance conditions under such PSU award, as described in Note 9 " Stockholders' Equity and Stock-Based Compensation – Stock Incentive Plans" to our unaudited interim condensed consolidated financial statements. The number of shares that may be sold under the trading arrangement that are subject to the vesting of RSUs and PSUs will be reduced by the number of shares (not yet determinable) withheld to satisfy tax obligations upon the vesting and settlement of such equity awards. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until February 28, 2026, or earlier if all transactions under the trading arrangement are completed.
On February 28, 2025, Kevin Yeaman, our Chief Executive Officer, President, and a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 531,580 shares of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The number of shares that may be sold under the trading arrangement includes the maximum number of shares issuable under Mr. Yeaman’s PSU award vesting during the term of the trading arrangement;
however, the actual number of shares to be vested will depend on the achievement of applicable performance conditions under such PSU award, as described in Note 9 " Stockholders' Equity and Stock-Based Compensation – Stock Incentive Plans" to our unaudited interim condensed consolidated financial statements. The number of shares that may be sold under the trading arrangement that are subject to the vesting of RSUs and PSUs will be reduced by the number of shares (not yet determinable) withheld to satisfy tax obligations upon the vesting and settlement of such equity awards. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until February 28, 2026, or earlier if all transactions under the trading arrangement are completed.
No other directors or officers, as defined in Rule 16a-1(f), adopted and/orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408, during the fiscal quarter ending March 28, 2025.
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