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Dolby grants CEO 600,000 performance stock units

Dolby’s CEO received sizable time‑based and performance‑based stock unit awards tied to multi‑year vesting and ambitious stock‑price hurdles.

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Dolby Laboratories, Inc. (DLB) reported that its President and CEO, Marc Whitten, received two equity awards on September 15, 2026. He was granted 160,256 restricted stock units under Dolby’s 2026 Inducement Stock Plan that vest in four equal installments starting March 15, 2027 and then on each six‑month anniversary, subject to continued employment. Each unit converts into one share of Class A common stock upon vesting and remains subject to forfeiture until it vests.

Whitten also received 600,000 performance-based restricted stock units under the same plan, split into tranches of 150,000, 150,000, 100,000, 100,000 and 100,000 units. These tranches become eligible to vest if Dolby’s stock price reaches $75, $100, $125, $150 and $175, respectively, averaged over a consecutive 60 trading-day period within a five-year performance window, with adjustments for dividends and capitalization changes. Eligible units vest upon certification of each stock-price goal, contingent on Whitten’s continued service as CEO.

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Insider Whitten Marc
Role President and CEO
Type Security Shares Price Value
Grant/Award Performance-Based Restricted Stock Unit F3 600,000 $0.00 $0.00
Grant/Award Class A Common Stock F1, F2 160,256 $0.00 $0.00
Holdings After Transaction: Performance-Based Restricted Stock Unit — 600,000 contracts (Direct); Class A Common Stock — 160,256 shares (Direct)
Footnotes (3)
  1. F1. The award represents a total of 160,256 restricted stock units granted under the terms of the Issuer's 2026 Inducement Stock Plan. Under the terms of the restricted stock unit grant agreement, 1/4 of the total number of units shall vest on March 15, 2027 and each six-month anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each scheduled vesting date. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
  2. F2. Shares held following the reported transactions include 160,256 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
  3. F3. The award of 600,000 performance-based restricted stock units granted under the terms of the Issuer's 2026 Inducement Stock Plan is divided into five separate tranches of 150,000, 150,000, 100,000, 100,000 and 100,000 restricted stock units, respectively, with the tranches becoming eligible to vest upon satisfying stock-price hurdles of $75, $100, $125, $150, and $175, respectively, averaged over a consecutive sixty trading-day period within a five year performance period, with such achievement subject to adjustment to account for dividends, distributions, stock splits and other capitalization changes. The eligible shares will vest on certification of each level of achievement, assuming the Reporting Person's continued employment as the Issuer's Chief Executive Officer on each achievement date. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
Time-based restricted stock units granted 160,256 units Restricted stock units granted to Marc Whitten on September 15, 2026
Performance-based restricted stock units granted 600,000 units Performance-based restricted stock units granted on September 15, 2026
Time-based RSU vesting start date March 15, 2027 First vesting date for 160,256 restricted stock units
Performance RSU tranches 150,000; 150,000; 100,000; 100,000; 100,000 units Five tranches within the 600,000 performance-based units
Stock-price hurdles $75, $100, $125, $150, $175 Share-price levels required for each performance tranche to become eligible to vest
Performance measurement window 60 trading days Average price period used to test each stock-price hurdle
Performance period length 5 years Period during which stock-price hurdles may be achieved
restricted stock units financial
"The award represents a total of 160,256 restricted stock units granted under the terms"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"The award of 600,000 performance-based restricted stock units granted under the terms"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
2026 Inducement Stock Plan financial
"granted under the terms of the Issuer's 2026 Inducement Stock Plan"
stock-price hurdles financial
"with the tranches becoming eligible to vest upon satisfying stock-price hurdles of $75, $100"
Predetermined share-price thresholds that must be reached or exceeded before certain contractual rights or payments take effect, such as option vesting, earnouts, performance-based awards, or conversion of securities. They matter to investors because they shape when and whether equity gets issued or cash is paid, affecting dilution, company incentives and the timing of value transfer — like a speed bump that must be crossed before a payoff occurs.
trading-day period financial
"averaged over a consecutive sixty trading-day period within a five year performance period"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Dolby (DLB) grant to CEO Marc Whitten on September 15, 2026?

On September 15, 2026, Marc Whitten received 160,256 restricted stock units and 600,000 performance-based restricted stock units under Dolby’s 2026 Inducement Stock Plan, each unit representing a contingent right to one share of Class A common stock upon vesting.

How do the 160,256 restricted stock units for Dolby (DLB) CEO Marc Whitten vest?

The 160,256 restricted stock units vest 25% on March 15, 2027 and on each six‑month anniversary thereafter in three additional installments, subject to Marc Whitten’s continued employment with Dolby on each scheduled vesting date.

What are the stock-price targets for Marc Whitten’s 600,000 performance-based RSUs at Dolby (DLB)?

The 600,000 performance-based units are divided into five tranches that become eligible to vest upon achieving stock-price hurdles of $75, $100, $125, $150, and $175, each measured as an average over a consecutive 60 trading-day period within a five‑year performance window.

Over what time frame can Marc Whitten’s performance-based RSUs at Dolby (DLB) vest?

The performance-based restricted stock units may become eligible to vest during a five-year performance period, if the specified stock‑price hurdles are achieved and certified, and if Marc Whitten remains Dolby’s Chief Executive Officer on each achievement date.

How many Dolby (DLB) Class A shares does Marc Whitten hold after these reported awards?

Following these awards, Marc Whitten holds 160,256 shares of Class A common stock underlying restricted stock units, which remain subject to forfeiture until they vest. He also holds 600,000 performance-based restricted stock units, each representing a contingent right to one share upon vesting.

Are Marc Whitten’s reported Dolby (DLB) equity awards tied to a Rule 10b5-1 trading plan?

No. The filing does not report that these equity awards were made under a Rule 10b5‑1 trading plan; they are described as grants under Dolby’s 2026 Inducement Stock Plan with specified vesting and performance conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
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*
Whitten Marc

(Last)(First)(Middle)
C/O DOLBY LABORATORIES, INC.
1275 MARKET STREET

(Street)
SAN FRANCISCO CALIFORNIA 94103

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Dolby Laboratories, Inc. [ DLB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/15/2026A160,256A(1)$0160,256(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Unit(3)09/15/2026A600,000 (3) (3)Class A Common Stock600,000$0600,000D
Explanation of Responses:
1. The award represents a total of 160,256 restricted stock units granted under the terms of the Issuer's 2026 Inducement Stock Plan. Under the terms of the restricted stock unit grant agreement, 1/4 of the total number of units shall vest on March 15, 2027 and each six-month anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each scheduled vesting date. 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 160,256 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
3. The award of 600,000 performance-based restricted stock units granted under the terms of the Issuer's 2026 Inducement Stock Plan is divided into five separate tranches of 150,000, 150,000, 100,000, 100,000 and 100,000 restricted stock units, respectively, with the tranches becoming eligible to vest upon satisfying stock-price hurdles of $75, $100, $125, $150, and $175, respectively, averaged over a consecutive sixty trading-day period within a five year performance period, with such achievement subject to adjustment to account for dividends, distributions, stock splits and other capitalization changes. The eligible shares will vest on certification of each level of achievement, assuming the Reporting Person's continued employment as the Issuer's Chief Executive Officer on each achievement date. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
/s/ Daniel Rodriguez as Attorney-in-Fact for Marc Whitten09/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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