Dolby Laboratories (NYSE: DLB) discloses insider RSU, PSU and option grants

Rhea-AI Filing Summary

Dolby Laboratories senior executive John Couling reported multiple equity awards and related share transactions in Class A common stock. On December 15, 2025, he received 25,633 restricted stock units under the 2020 Stock Plan, 12,816 performance-based restricted stock units, and an option to buy 56,440 shares at $66.62 per share.

The new PSU award has a three-year performance period from December 15, 2025 to December 12, 2028, with a potential payout from 0% to 200% of the 12,816-share target based on total shareholder return versus the S&P Mid Cap 400 Index and service-based vesting. A prior PSU grant with a 2022–2025 performance period vested at 64.65% of its 10,557-share target, resulting in 6,825 shares issued and 3,732 units cancelled. Shares worth 8,203 and 2,612 were withheld at prices of $67.54 and $66.62 to cover taxes, leaving 129,708 directly held Class A shares after the reported transactions, including 55,114 shares underlying unvested restricted stock units that are subject to forfeiture.

Insider Trade Summary

6,825 shares exercised/converted

Mixed 7 txns

Insider Couling John D

Role SVP, Entertainment

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	2,612	$66.62	$174K
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	6,825	$0.00	--
Grant/Award	Class A Common Stock	25,633	$0.00	--
Exercise	Class A Common Stock	6,825	$0.00	--
Tax Withholding	Class A Common Stock	8,203	$67.54	$554K

Holdings After Transaction: Class A Common Stock — 129,708 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 74,159 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 60,297 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 55,114 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") 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 10,557 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 6,825 PSUs. The remaining 3,732 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
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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^*

Couling John D

(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)
	SVP, Entertainment

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	133,698(2)	D
Class A Common Stock	12/15/2025		M		6,825	A	$0(3)	140,523(2)	D
Class A Common Stock	12/15/2025		F(4)		8,203	D	$67.54	132,320(5)	D
Class A Common Stock	12/16/2025		F(4)		2,612	D	$66.62	129,708(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	(7)	12/15/2025		A		12,816		(7)	(7)	Class A Common Stock	12,816	$0	12,816	D
Employee Stock Option (Right to Buy)	$66.62	12/15/2025		A		56,440		(8)	12/15/2035	Class A Common Stock	56,440	$0	56,440	D
Performance-Based Restricted Stock Unit	(3)	12/15/2025		M			6,825	(9)	(9)	Class A Common Stock	6,825	$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 74,159 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 60,297 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 55,114 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

7. 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.

8. 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.

9. 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 10,557 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 6,825 PSUs. The remaining 3,732 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 John Couling	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider equity transactions did Dolby Laboratories (DLB) executive John Couling report?

John Couling, SVP, Entertainment at Dolby Laboratories, Inc., reported grants of restricted stock units, performance-based restricted stock units, stock options, the vesting of an earlier PSU award, and share withholdings to cover taxes, all involving the company's Class A common stock.

How many restricted stock units and stock options did John Couling receive from Dolby Laboratories (DLB) on December 15, 2025?

On December 15, 2025, John Couling was granted 25,633 restricted stock units under Dolby's 2020 Stock Plan, 12,816 performance-based restricted stock units, and an employee stock option covering 56,440 shares of Class A common stock with an exercise price of $66.62 per share.

How is the new performance-based restricted stock unit (PSU) award for Dolby's John Couling structured?

Each new PSU represents a right to receive one share of Dolby Class A common stock upon vesting. The award has a three-year performance period from December 15, 2025 to December 12, 2028, with a target of 12,816 shares. The number earned can range from 0% to 200% of target based on annualized total shareholder return compared to the S&P Mid Cap 400 Index, plus a service-based vesting requirement.

What was the outcome of John Couling's earlier 2022 performance-based restricted stock unit award at Dolby Laboratories (DLB)?

The prior PSU award had a three-year performance period from December 15, 2022 to December 10, 2025 and a target of 10,557 shares. Dolby's Compensation Committee certified performance at 64.65% of target, resulting in the vesting of 6,825 PSUs and the cancellation of 3,732 PSUs. The service-based vesting requirement was satisfied when performance was certified.

Why were some of John Couling's Dolby Laboratories (DLB) shares reported as disposed of, and at what prices?

Shares reported as disposed of were withheld by Dolby under Rule 16b-3 to cover withholding taxes related to vesting of restricted stock units and performance-based restricted stock units. On December 15, 2025, 8,203 shares were withheld at $67.54 per share, and on December 16, 2025, 2,612 shares were withheld at $66.62 per share.

How many Dolby Laboratories (DLB) Class A shares does John Couling hold after the reported transactions?

After the reported transactions, John Couling beneficially owned 129,708 shares of Dolby Class A common stock directly. This total includes 55,114 shares underlying restricted stock units that are subject to forfeiture until they vest.