Dolby Laboratories (DLB) CMO reports new equity awards and vesting

Rhea-AI Filing Summary

Dolby Laboratories, Inc. executive Todd Pendleton, SVP and Chief Marketing Officer, reported new equity awards and related share movements. On 12/15/2025 he received 18,848 restricted stock units, 9,424 performance-based restricted stock units, and options for 41,500 shares of Class A common stock at $66.62, all subject to multi-year vesting conditions.

On the same dates, 5,233 performance-based units from a prior award vested after a three-year performance period, while Dolby withheld 6,056 shares at $67.54 and 1,959 shares at $66.62 to cover taxes tied to vesting. After these transactions he beneficially owned 53,356 Class A shares, and shares held included 41,480 shares underlying restricted stock units that remain subject to forfeiture until they vest.

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

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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^*

Pendleton Todd

(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, Chief Marketing Officer

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		18,848	A(1)	$0	56,138(2)	D
Class A Common Stock	12/15/2025		M		5,233	A	$0(3)	61,371(2)	D
Class A Common Stock	12/15/2025		F(4)		6,056	D	$67.54	55,315(5)	D
Class A Common Stock	12/16/2025		F(4)		1,959	D	$66.62	53,356(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		9,424		(7)	(7)	Class A Common Stock	9,424	$0	9,424	D
Employee Stock Option (Right to Buy)	$66.62	12/15/2025		A		41,500		(8)	12/15/2035	Class A Common Stock	41,500	$0	41,500	D
Performance-Based Restricted Stock Unit	(3)	12/15/2025		M			5,233	(9)	(9)	Class A Common Stock	5,233	$0	0	D

Explanation of Responses:

1. Award represents a total of 18,848 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 56,138 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 45,367 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 41,480 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 41,500 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 8,094 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 5,233 PSUs. The remaining 2,861 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 Todd Pendleton	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Dolby Laboratories (DLB) disclose for its CMO?

Dolby Laboratories' SVP and Chief Marketing Officer, Todd Pendleton, reported multiple equity transactions. On 12/15/2025 he acquired 18,848 restricted stock units (RSUs) and 5,233 shares of Class A common stock from vesting performance-based RSUs, and received options for 41,500 shares. On 12/15/2025 and 12/16/2025, Dolby also withheld shares to cover taxes related to RSU and performance-based RSU vesting.

How many restricted stock units and stock options did the DLB executive receive, and how do they vest?

The executive was granted 18,848 RSUs and options for 41,500 shares of Class A common stock at an exercise price of $66.62. Under the RSU grant, one quarter of the units vest on each anniversary of 12/15/2025. For the option grant, one quarter vests on the first anniversary of 12/15/2025, and the remaining shares vest in equal monthly installments over the following 36 months.

What are the terms of the new performance-based restricted stock unit award at Dolby Laboratories (DLB)?

The new performance-based restricted stock unit award covers 9,424 units, each representing a right to receive one share of Class A common stock upon vesting. Vesting depends on performance measured over a three-year period from 12/15/2025 to 12/12/2028 and a service-based condition. The reporting person may earn from 0% to 200% of the 9,424-unit target based on annualized total shareholder return versus the S&P Mid Cap 400 Index, with vesting occurring after three years and certification by the Compensation Committee.

What was the outcome of the earlier performance-based share award reported by DLB?

The prior performance-based award had a target of 8,094 units measured over a three-year period from 12/15/2022 to 12/10/2025. The Compensation Committee certified achievement at 64.65% of the target, resulting in 5,233 performance-based restricted stock units vesting and 2,861 units being cancelled. The service-based vesting condition was satisfied upon certification of the performance results.

How many Dolby Laboratories (DLB) shares does the CMO beneficially own after these transactions?

Following the reported transactions on 12/15/2025 and 12/16/2025, the executive beneficially owned 53,356 shares of Dolby Laboratories Class A common stock. Shares held after these transactions include 41,480 shares underlying restricted stock units that are subject to forfeiture until they vest.

Were any Dolby Laboratories shares sold or withheld to cover taxes in this Form 4?

Yes. On 12/15/2025, 6,056 shares were disposed of at $67.54, and on 12/16/2025, 1,959 shares were disposed of at $66.62. According to the disclosure, these shares were withheld by Dolby in a transaction exempt from Section 16(b) to cover withholding taxes related to the vesting of restricted stock units and performance-based restricted stock units, rather than being issued to the reporting person.