Todd Pendleton - 15 Dec 2025 Form 4 Insider Report for Dolby Laboratories, Inc. (DLB)

Role
SVP, Chief Marketing Officer
Signature
/s/ Daniel Rodriguez, Attorney-in-Fact for Todd Pendleton
Issuer symbol
DLB
Transactions as of
15 Dec 2025
Net transactions value
-$539,531
Form type
4
Filing time
17 Dec 2025, 21:44:30 UTC
Previous filing
21 Feb 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Pendleton Todd SVP, Chief Marketing Officer C/O DOLBY LABORATORIES, INC., 1275 MARKET STREET, SAN FRANCISCO /s/ Daniel Rodriguez, Attorney-in-Fact for Todd Pendleton 17 Dec 2025 0001746636

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DLB Class A Common Stock Award $0 +18,848 +51% $0.000000 56,138 15 Dec 2025 Direct F1, F2
transaction DLB Class A Common Stock Options Exercise $0 +5,233 +9.3% $0.000000 61,371 15 Dec 2025 Direct F2, F3
transaction DLB Class A Common Stock Tax liability $409,022 -6,056 -9.9% $67.54 55,315 15 Dec 2025 Direct F4, F5
transaction DLB Class A Common Stock Tax liability $130,509 -1,959 -3.5% $66.62 53,356 16 Dec 2025 Direct F4, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DLB Performance-Based Restricted Stock Unit Award $0 +9,424 $0.000000 9,424 15 Dec 2025 Class A Common Stock 9,424 Direct F7
transaction DLB Employee Stock Option (Right to Buy) Award $0 +41,500 $0.000000 41,500 15 Dec 2025 Class A Common Stock 41,500 $66.62 Direct F8
transaction DLB Performance-Based Restricted Stock Unit Options Exercise $0 -5,233 -100% $0.000000 0 15 Dec 2025 Class A Common Stock 5,233 Direct F3, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.