PL Insider Filing: CEO Vesting Grants and Tax Withholdings Reported

Rhea-AI Filing Summary

Planet Labs PBC insider William Spencer Marshall reported multiple equity changes on 09/15/2025. He acquired 36,586 shares of Class A common stock upon the vesting of performance restricted stock units that replaced his cash bonus for the first half of the fiscal year ending January 31, 2026. The filing shows two withholding transactions: 18,579 shares withheld for taxes related to PSU vesting and 121,897 shares withheld for taxes related to RSU vesting. After these transactions, he beneficially owns 3,356,387 shares of Class A common stock, including 2,309,686 RSUs that vest quarterly and carry a contingent right to one share each with no expiration.

Positive

• Conversion of earned cash bonus into PSUs indicates alignment of executive compensation with equity ownership
• No open-market sales reported; withheld shares were tax-related rather than disposals to third parties
• Large RSU balance (2,309,686) provides continued alignment through scheduled vesting

Negative

• Significant number of shares withheld for taxes (140,476 total) reduces the reporting person’s immediate transferable share count
• Vesting-related issuances increase outstanding beneficial ownership which may incrementally affect outstanding share count

Insights

Securities Analyst

TL;DR: Insider received equity through earned compensation; part of shares were withheld to satisfy tax obligations, net ownership remains sizable.

The Form 4 discloses standard compensation-related equity activity rather than open-market purchases or sales. The reporting person converted an earned cash bonus into PSUs and received 36,586 shares on vesting. The issuer withheld 18,579 and 121,897 shares to cover tax liabilities from PSU and RSU vesting respectively. The filing also confirms a large unvested RSU balance of 2,309,686 that vests quarterly and represents contingent rights to Class A shares with no expiration date. This is routine executive compensation reporting and does not show disposals to third parties or market sales.

Corporate Governance Expert

TL;DR: Transactions reflect compensation mechanics and tax withholding, with no indication of voluntary share sales by the insider.

The disclosure identifies the reporting person as Co-Founder and CEO and shows equity movements tied to the company’s incentive plan and vesting schedules. The conversion of a cash bonus into PSUs and the subsequent vesting are consistent with long-term incentive alignment. The withholding of shares to satisfy tax obligations is explicitly recorded as issuer-withheld shares rather than open-market dispositions. The filing also lists the reporting person’s significant RSU holdings that vest quarterly and have no expiration, which is material to understanding future issuance timing.

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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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^*

Marshall William Spencer

(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 and CEO

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		36,586(1)	A	(1)	3,496,863	D
Class A Common Stock	09/15/2025		F		18,579(2)	D	$9.86	3,478,284	D
Class A Common Stock	09/15/2025		F		121,897(3)	D	$9.86	3,356,387(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 of issuer's Class A Common Stock 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 2,309,686 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: William Spencer Marshall	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did William Spencer Marshall report on Form 4 for PL on 09/15/2025?

He acquired 36,586 shares upon PSU vesting and had 18,579 and 121,897 shares withheld to cover taxes on PSU and RSU vesting respectively.

How many Class A shares does the reporting person beneficially own after the transactions?

3,356,387 shares of Class A common stock are reported as beneficially owned following the disclosed transactions.

What portion of the reporting person’s holdings are unvested RSUs?

2,309,686 RSUs are reported, vesting in equal quarterly installments on the 15th of March, June, September and December and representing a contingent right to one share each with no expiration.

Were any shares sold by the reporting person in these transactions?

No shares were sold; the filing states the withheld shares were retained by the issuer to satisfy tax withholding obligations.

Why were PSUs issued instead of a cash bonus?

The reporting person elected to convert the earned cash bonus for H1 into PSUs, representing 100% of the earned cash bonus amount for that period.