Planet Labs (PL) CFO details 85,403-share RSU tax withholding on Form 4 filing

Rhea-AI Filing Summary

Planet Labs PBC President & CFO Ashley F. Johnson reported an automatic equity transaction dated 12/15/2025.

The filing shows 85,403 shares of Class A Common Stock were disposed of at $18.05 per share under transaction code F, representing shares withheld by the company to pay withholding taxes triggered by the vesting of restricted stock units (RSUs), and no shares were sold by the insider. After this transaction, Johnson beneficially owned 2,029,311 shares, including 1,280,545 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December, each RSU corresponding to one share of Class A Common Stock with no expiration date.

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)
12/15/2025

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	12/15/2025		F(1)		85,403	D	$18.05	2,029,311(2)	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. 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").

2. 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.

	/s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Planet Labs (PL) disclose in this Form 4?

The report shows that President & CFO Ashley F. Johnson had 85,403 shares of Planet Labs PBC Class A Common Stock disposed of on 12/15/2025 at $18.05 per share. The explanatory note clarifies these shares were withheld by the company to cover tax liabilities from RSU vesting, rather than sold in the market.

Did Ashley F. Johnson sell Planet Labs (PL) shares in this transaction?

No. The explanation states that no shares were sold by the reporting person. Instead, the 85,403 shares of Class A Common Stock were withheld by Planet Labs PBC to satisfy the withholding tax liability incurred when restricted stock units vested.

How many Planet Labs (PL) shares does Ashley F. Johnson own after this transaction?

Following the reported transaction, Ashley F. Johnson beneficially owned 2,029,311 shares of Planet Labs PBC Class A Common Stock. This total includes a significant portion represented by restricted stock units, as detailed in the footnotes.

What restricted stock units (RSUs) are included in the Planet Labs (PL) Form 4?

The filing notes that the beneficial ownership figure includes 1,280,545 RSUs. Each RSU represents a contingent right to receive one share of Planet Labs PBC Class A Common Stock and has no expiration date.

What is the vesting schedule for the 1,280,545 Planet Labs (PL) RSUs?

The 1,280,545 RSUs vest in equal quarterly installments on the 15th of March, June, September and December. As they vest, each RSU converts into one share of Planet Labs PBC Class A Common Stock.

How is the Form 4 transaction for Planet Labs (PL) classified?

The transaction is coded as F in the Form 4. The accompanying explanation states that this represents shares of Class A Common Stock withheld by the issuer to pay withholding taxes arising from RSU vesting, rather than a discretionary sale by the insider.