Planet Labs (NYSE: PL) CEO awarded large RSU grant and tax withholding

Rhea-AI Filing Summary

Planet Labs PBC reported that Co‑Founder and CEO Marshall William Spencer received a grant of 393,212 restricted stock units (RSUs), each representing one share of Class A Common Stock, as a stock award. These RSUs will vest in equal quarterly installments over four years beginning on June 15, 2026.

The company also withheld 122,167 shares of Class A Common Stock to cover tax liabilities related to RSU vesting, and no shares were sold on the market. After these transactions, Spencer directly holds 3,354,524 Class A shares and 2,222,807 unvested RSUs scheduled to vest quarterly.

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^*

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)
03/12/2026

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	03/12/2026		A		393,212(1)	A	$0.00	3,476,691	D
Class A Common Stock	03/15/2026		F		122,167(2)	D	$24.79	3,354,524(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 restricted stock units ("RSUs"), each of which represent a contingent right to receive one share of issuer's Class A Common Stock. The RSUs will vest in equal quarterly installments over 4 years, beginning on June 15, 2026. The RSUs have no expiration date.

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 restricted stock units ("RSUs").

3. Includes 2,222,807 RSUs that remain to 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	03/16/2026
	** 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 transactions did Planet Labs (PL) disclose in this Form 4?

Planet Labs disclosed that CEO Marshall William Spencer received a large RSU award and had shares withheld for taxes. He was granted 393,212 restricted stock units and 122,167 shares were withheld by the company to satisfy RSU-related tax obligations, with no open-market share sales reported.

How many Planet Labs (PL) RSUs were granted to the CEO in this filing?

The CEO received 393,212 restricted stock units in this filing. Each RSU represents a contingent right to one share of Class A Common Stock. These RSUs vest in equal quarterly installments over four years, beginning on June 15, 2026, with no expiration date specified.

Were any Planet Labs (PL) shares sold by the CEO in this Form 4?

No, the CEO did not sell any shares in the market. The filing explains that 122,167 shares of Class A Common Stock were withheld by Planet Labs solely to cover withholding tax liabilities triggered by the vesting of restricted stock units, rather than discretionary share sales.

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

After the reported transactions, the CEO directly holds 3,354,524 shares of Planet Labs Class A Common Stock. In addition, he holds 2,222,807 unvested restricted stock units, which each represent a right to receive one share as they vest over future quarterly dates.

What is the vesting schedule for the new Planet Labs (PL) RSU grant?

The new RSU grant vests over four years in equal quarterly installments. Vesting begins on June 15, 2026 and continues on the 15th of March, June, September, and December. Each vested RSU converts into one share of Planet Labs Class A Common Stock upon settlement.

What do the remaining Planet Labs (PL) RSUs held by the CEO represent?

The remaining 2,222,807 RSUs represent unvested equity awards tied to Planet Labs stock. Each RSU is a contingent right to receive one share of Class A Common Stock, vesting in equal quarterly installments on March 15, June 15, September 15, and December 15, with no expiration date indicated.