PL Insider Filing: Schingler Converts Bonus to PSUs; Shares Withheld for Taxes

Rhea-AI Filing Summary

Robert H. Schingler, Co‑Founder, Chief Strategy Officer and director of Planet Labs PBC (PL), reported insider transactions dated 09/15/2025. He received 15,244 shares upon vesting of performance restricted stock units (PSUs) that were issued in lieu of his cash bonus for the first half of fiscal 2026 after electing to convert the earned cash bonus into PSUs. The filing also shows 7,741 and 49,961 shares of Class A common stock withheld by the issuer to satisfy withholding tax liabilities; those withholding transactions are reported at a price of $9.86 per share. Beneficial ownership is reported as 1,428,201, 1,420,460, and 1,370,499 shares following the respective transactions. The filing discloses 933,672 restricted stock units (RSUs) that vest in equal quarterly installments on March 15, June 15, September 15 and December 15 and represent a contingent right to one share each with no expiration date.

Positive

• Conversion of cash bonus into PSUs indicates executive alignment with shareholder value by taking compensation in equity
• Substantial RSU holdings (933,672) reflect long‑term incentive alignment and ongoing commitment to the company

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider converted bonus to PSUs and shows substantial unvested RSU holdings; transactions are routine compensation-related movements.

The reported activity on 09/15/2025 reflects compensation mechanics rather than open‑market trading. The 15,244 shares represent PSUs issued in lieu of a cash bonus, indicating use of equity to settle compensation. Withholding of 7,741 and 49,961 shares to cover taxes at $9.86 per share is a standard payroll tax settlement. The large balance of unvested RSUs (933,672) that vest quarterly could lead to future dilution as those units convert to shares over time, but the filing does not provide companywide share count to assess materiality.

Corporate Governance Expert

TL;DR: Disclosure documents routine insider compensation events and ongoing equity alignment with management.

The form shows the reporting person holds both vested shares and a significant pipeline of RSUs, aligning executive compensation with long‑term equity incentives. The conversion of a cash bonus into PSUs demonstrates a voluntary shift toward equity compensation for the period noted. All transactions are reported under appropriate Form 4 codes and include tax withholding details; no departures, option exercises, or unusual derivative activity are disclosed.

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

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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^*

Schingler Robert H

(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
X	Officer (give title below)		Other (specify below)
	Co-Founder Chief Strategy Off.

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A		15,244(1)	A	(1)	1,428,201	D
Class A Common Stock	09/15/2025		F		7,741(2)	D	$9.86	1,420,460	D
Class A Common Stock	09/15/2025		F		49,961(3)	D	$9.86	1,370,499(4)	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

Explanation of Responses:

1. Represents shares acquired upon the vesting of performance restricted stock units ("PSUs") that were received in lieu of the Reporting Person's cash bonus earned for the first half of fiscal year ending January 31, 2026 ("H1") under the Issuer's Amended & Restated Annual Cash Incentive Plan. The Reporting Person elected to convert such cash bonus into PSUs representing 100% of the earned cash bonus amount for H1.

2. No shares were sold by the reporting person. The transaction disclosed represents shares of the issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of PSUs.

3. No shares were sold by the reporting person. The transaction disclosed represents shares of the issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units ("RSUs").

4. Includes 933,672 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December. The RSUs represent a contingent right to receive one share of issuer's Class A Common Stock each and have no expiration date.

Remarks:

	/s/LeeAnn Linck, Attorney-in-fact for: Robert H Schingler	09/16/2025
	** 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 did Robert H. Schingler report on Form 4 for PL on 09/15/2025?

He reported receiving 15,244 shares from vested PSUs and having 7,741 and 49,961 shares withheld to cover tax withholding; transactions are dated 09/15/2025.

Why were shares withheld in the Form 4 filing for PL?

The filing states the withheld 7,741 and 49,961 shares were used by the issuer to satisfy withholding tax liabilities incurred upon vesting of PSUs and RSUs.

How many RSUs does Robert H. Schingler have and how do they vest?

The filing discloses 933,672 RSUs that vest in equal quarterly installments on March 15, June 15, September 15, and December 15 and represent a contingent right to one share each with no expiration.

At what price were the withholding transactions reported?

The withholding transactions are reported at a price of $9.86 per share.

What is the beneficial ownership reported after the transactions?

Beneficial ownership is shown as 1,428,201, 1,420,460, and 1,370,499 shares following the respective reported transactions.