Planet Labs (NYSE: PL) CFO reports sales, gift and earnout shares

Rhea-AI Filing Summary

Planet Labs President & CFO Ashley F. Johnson reported several updates to her holdings of the company’s Class A Common Stock. She made a bona fide gift of 5,000 shares, for which she received no value. She also received 61,314 earnout shares at no cost after the company’s stock achieved a disclosed $19.00 price threshold.

On the same Form 4, Johnson exercised derivative earnout rights into common stock and disposed of shares through tax withholding and open‑market sales. 33,693 shares were disposed of at $26.38 in a transaction marked for tax-related withholding, and she sold 54,900 shares at a weighted average price of $27.042 and 95,831 shares at a weighted average price of $26.9975.

After these transactions, Johnson beneficially owned 1,956,101 shares of Class A Common Stock, which the filing states includes 1,280,545 RSUs that vest in equal quarterly installments each March, June, September, and December. The filing also notes remaining earnout shares that will vest only if the stock closes at or above $21.00 for 20 out of 30 trading days, or a qualifying change of control occurs, in each case on or 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^*

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)
01/20/2026

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	01/20/2026		G		5,000	D	$0(1)	2,079,211	D
Class A Common Stock	01/21/2026		M		61,314	A	$0	2,140,525	D
Class A Common Stock	01/21/2026		F		33,693	D	$26.38	2,106,832	D
Class A Common Stock	01/21/2026		S		54,900	D	$27.042(2)	2,051,932	D
Class A Common Stock	01/21/2026		S		95,831	D	$26.9975(3)	1,956,101(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
Earnout - Class A Shares	(5)	01/20/2026		M			61,314(6)	(5)	(5)	Class A Common Stock	61,314	$0	61,316	D

Explanation of Responses:

1. The reported transaction represents a bona fide gift. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.95 to $27.20, inclusive. The reporting person undertakes to provide the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.82 to $27.19, inclusive. The reporting person undertakes to provide the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

4. 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.

5. Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price threshold. The remaining earnout shares will vest in one final installment if the closing price of the Class A Common Stock equals or exceeds $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 $21.00.

6. Due to an administrative error, the Form 4 previously filed on January 15, 2026 (the "Previous Form 4"), inadvertently reported the Table II, Column 5 Number of Derivative Securities Disposed in the incorrect Acquired (A) column instead of the correct Disposed (D) column. The previous Form 4 correctly reported the Number of Derivative Securities Beneficially Owned Following Reported Transaction and the other information therein despite this error.

	/s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson	01/22/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Planet Labs (PL) President & CFO Ashley F. Johnson report?

Ashley F. Johnson reported a mix of transactions in Planet Labs Class A Common Stock. She made a bona fide gift of 5,000 shares with no value received, received 61,314 earnout shares at no cost after a stock price threshold was met, had 33,693 shares disposed in a tax-related withholding transaction, and sold 54,900 shares and 95,831 shares in open‑market transactions at weighted average prices around $27.

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

Following the reported transactions, Ashley F. Johnson beneficially owns 1,956,101 shares of Planet Labs Class A Common Stock. The filing explains that this total includes 1,280,545 RSUs, which vest in equal quarterly installments on the 15th of March, June, September, and December.

What prices were involved in Ashley F. Johnson’s Planet Labs (PL) share sales?

The filing reports that 33,693 shares were disposed of at $26.38 in a transaction coded for tax withholding. It also shows open‑market sales of 54,900 shares at a weighted average price of $27.042 and 95,831 shares at a weighted average price of $26.9975, with the actual individual trade prices ranging from $26.82 up to $27.20 as described in the footnotes.

What are the earnout share conditions disclosed for Planet Labs (PL)?

The filing states that 61,314 earnout shares were issued after Planet Labs reached a $19.00 stock price threshold. It further explains that remaining earnout shares will vest in one final installment if the Class A Common Stock closing price equals or exceeds $21.00 over any 20 trading days within any 30‑day trading period before December 7, 2026, or if a qualifying change of control occurs that provides at least $21.00 per share before that date.

How are RSUs described in Ashley F. Johnson’s Planet Labs (PL) holdings?

The filing notes that Johnson’s beneficial ownership figure includes 1,280,545 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Planet Labs Class A Common Stock, they have no expiration date, and they vest in equal quarterly installments on the 15th of March, June, September, and December.

Did Ashley F. Johnson receive any value for the 5,000 Planet Labs (PL) shares she transferred?

No. The filing specifies that the 5,000-share transfer was a bona fide gift. It states that this was not a market transaction, no price is reported, and no value was received for the gifted shares.