Planet Labs (NYSE: PL) CEO nets PSU share award with tax withholding

Rhea-AI Filing Summary

Planet Labs PBC Co-Founder and CEO Marshall William Spencer received 77,744 shares of Class A Common Stock as a performance-based equity award. These shares were acquired upon vesting of performance RSUs that he elected to receive instead of a cash bonus for the second half of the fiscal year ending January 31, 2026.

To cover withholding tax on this PSU vesting, 39,572 shares were withheld by Planet Labs at a price of $26.96 per share; footnotes clarify that no shares were sold by Spencer in the market. After these transactions, he directly holds 3,392,726 shares of Class A Common Stock.

The filing also notes that his holdings include 2,222,807 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December, each RSU representing a right to receive one share with no stated 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 CALIFORNIA 94107

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/19/2026		A		77,744(1)	A	$0	3,432,298	D
Class A Common Stock	03/19/2026		F		39,572(2)	D	$26.96	3,392,726(3)	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 second half of fiscal year ending January 31, 2026 ("H2") under the Issuer's Amended & Restated Annual Cash Incentive Plan. The Reporting Person elected to convert such cash bonus into PSUs representing 125% of the earned cash bonus amount for H2.

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

3. Includes 2,222,807 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: William Spencer Marshall	03/23/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Planet Labs (PL) CEO report on this Form 4?

Planet Labs CEO Marshall William Spencer reported vesting of performance RSUs that yielded 77,744 Class A shares as equity compensation. These units were received instead of a cash bonus for the second half of the fiscal year ending January 31, 2026.

How many Planet Labs (PL) shares did the CEO receive and at what cost?

Marshall William Spencer acquired 77,744 shares of Planet Labs Class A Common Stock at no cash cost as they came from vesting performance RSUs. The award reflects his election to take PSUs instead of a cash bonus for that performance period.

Were any Planet Labs (PL) shares sold by the CEO in this filing?

No shares were sold by the CEO. The Form 4 explains that 39,572 shares of Class A Common Stock were withheld by Planet Labs solely to pay withholding tax on the PSU vesting, which is a non-market tax-withholding disposition.

How many Planet Labs (PL) shares does the CEO own after these transactions?

After the reported transactions, Marshall William Spencer directly holds 3,392,726 shares of Planet Labs Class A Common Stock. This figure reflects the PSU vesting and the 39,572 shares withheld by the company to satisfy related tax obligations.

What ongoing RSU awards does the Planet Labs (PL) CEO hold?

The CEO’s holdings include 2,222,807 restricted stock units that vest in equal quarterly installments on March 15, June 15, September 15, and December 15. Each RSU converts into one share of Class A Common Stock and has no expiration date mentioned.

What does the tax-withholding transaction mean for Planet Labs (PL) CEO ownership?

The 39,572-share tax-withholding transaction reflects shares withheld by Planet Labs to cover taxes on vested PSUs, not an open-market sale. After this withholding, the CEO continues to hold over 3.39 million Class A shares directly.