Planet Labs (PL) director awarded 39,826 earnout Class A shares in filing

Rhea-AI Filing Summary

Planet Labs director Carl Bass reported the vesting of earnout-based equity awards. On January 13, 2026, an earnout derivative for 39,826 earnout Class A shares was exercised at $0 and settled into 39,826 shares of Class A Common Stock.

Following this transaction, Bass directly beneficially owned 357,356 shares of Class A Common Stock, which includes 32,468 RSUs that vest on the earlier of the first anniversary of grant or the next annual stockholder meeting. The earnout shares were issued after the company’s stock achieved $15.00 and $17.00 price thresholds, and remaining earnout shares may vest in two equal parts if the stock reaches $19.00 and $21.00 over 20 of 30 trading days or upon a qualifying change of control before December 7, 2026.

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^*

BASS CARL

(Last) (First) (Middle)

C/O PLANET LABS PBC

645 HARRISON STREET, FLOOR 4

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Planet Labs PBC [ PL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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	01/13/2026		M		39,826	A	$0	357,356(1)	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
Earnout - Class A Shares	(2)	01/13/2026		M		39,826		(2)	(2)	Class A Common Stock	39,826	$0	39,830	D

Explanation of Responses:

1. Includes 32,468 RSUs which fully vest on the earlier of (i) the first anniversary of the grant or (ii) the date of the issuer's next annual meeting of stockholders to occur following the grant. The RSUs represent a contingent right to receive one share of issuer's Class A Common Stock each and have no expiration date.

2. Represents the issuance of earnout shares as a result of the achievement of the $15.00 and $17.00 stock price thresholds. The remaining earnout shares will vest in two substantially equal installments if the closing price of the Class A Common Stock equals or exceeds $19.00 and $21.00 over any 20 trading days within any 30 day trading period prior to December 7, 2026, or if the Issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $19.00 and $21.00.

	By: /s/ LeeAnn Linck, Attorney-in-fact for: Carl Bass	01/15/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transaction did Planet Labs (PL) director Carl Bass report?

Carl Bass reported the exercise of an earnout derivative for 39,826 earnout Class A shares on January 13, 2026, which converted into 39,826 shares of Class A Common Stock at an exercise price of $0.

How many Planet Labs Class A shares does Carl Bass own after this Form 4?

After the reported transaction, Carl Bass beneficially owned 357,356 shares of Planet Labs Class A Common Stock directly.

What are the vesting conditions for Carl Bass’s Planet Labs RSUs?

The filing states that 32,468 RSUs held by Carl Bass fully vest on the earlier of the first anniversary of the grant or the date of Planet Labs’ next annual meeting of stockholders following the grant.

How were the 39,826 Planet Labs earnout shares triggered for Carl Bass?

The 39,826 earnout shares were issued as a result of Planet Labs’ stock achieving the $15.00 and $17.00 share price thresholds specified in the earnout terms.

What conditions remain for Carl Bass’s additional Planet Labs earnout shares to vest?

Remaining earnout shares will vest in two substantially equal installments if Planet Labs’ Class A stock closing price equals or exceeds $19.00 and $21.00 over any 20 trading days within any 30 day period before December 7, 2026, or if a qualifying change of control occurs with at least $19.00 and $21.00 per-share consideration before that date.

What type of security was reported in Planet Labs director Carl Bass’s Form 4?

The Form 4 reports both a derivative security titled “Earnout - Class A Shares” and the underlying Class A Common Stock received upon exercise of that earnout.