Planet Labs (NYSE: PL) CFO gets 61,317 earnout shares, withholds stock for taxes

Rhea-AI Filing Summary

Planet Labs PBC President & CFO Ashley F. Johnson reported equity-related transactions in Class A Common Stock. On February 3, 2026, 61,317 earnout Class A shares were issued at an exercise price of $0 after achieving a $21.00 stock price threshold. In connection with this, 33,694 shares of Class A Common Stock were surrendered at $23.95 per share to cover tax obligations, leaving 1,983,724 Class A shares beneficially owned directly. This total includes 1,280,545 RSUs that vest quarterly on March 15, June 15, September 15 and December 15, each RSU representing the right to receive one share of Class A Common Stock.

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^*

Johnson Ashley F.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		M		61,317	A	$0	2,017,418	D
Class A Common Stock	02/03/2026		F		33,694	D	$23.95	1,983,724(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)	02/03/2026		M			61,317	(2)	(2)	Class A Common Stock	61,317	$0	0	D

Explanation of Responses:

1. Includes 1,280,545 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.

2. Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.

	/s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson	02/05/2026
	** 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 transactions did Planet Labs (PL) President & CFO report on February 3, 2026?

On February 3, 2026, President & CFO Ashley F. Johnson received 61,317 Class A earnout shares at $0 exercise price and had 33,694 Class A shares withheld at $23.95 per share to cover tax obligations related to the equity transaction.

How many Planet Labs (PL) shares does Ashley F. Johnson beneficially own after these Form 4 transactions?

After the reported transactions, Ashley F. Johnson beneficially owns 1,983,724 shares of Planet Labs Class A Common Stock directly. This total includes a substantial number of restricted stock units that are scheduled to vest over time based on a quarterly vesting schedule.

What triggered the earnout share issuance reported by Planet Labs (PL) executive Ashley F. Johnson?

The earnout share issuance was triggered by reaching a $21.00 stock price threshold. Upon achieving this price condition, 61,317 earnout Class A shares became issuable to Ashley F. Johnson at a $0 exercise price, converting into Class A Common Stock.

How many earnout shares did Planet Labs (PL) issue to Ashley F. Johnson and at what price?

Planet Labs issued 61,317 earnout Class A shares to Ashley F. Johnson at an exercise price of $0 per share. These earnout shares converted into an equal number of Class A Common Stock upon satisfaction of the specified stock price condition.

How many Planet Labs (PL) shares were withheld for taxes in Ashley F. Johnson’s Form 4?

A total of 33,694 Planet Labs Class A Common Stock shares were disposed of with transaction code “F” at $23.95 per share. This represents shares withheld to satisfy tax withholding obligations related to the equity award settlement.

What restricted stock unit (RSU) holdings does Planet Labs (PL) executive Ashley F. Johnson report?

Ashley F. Johnson’s beneficial ownership includes 1,280,545 RSUs. These RSUs vest in equal quarterly installments on the 15th of March, June, September, and December, with each RSU representing a contingent right to receive one share of Class A Common Stock.