Planet Labs CEO has 134K shares withheld for tax

Planet Labs CEO had shares withheld to cover RSU tax obligations, with no open-market sale and substantial equity holdings remaining.

Rhea-AI Filing Summary

Planet Labs PBC (PL) reported that Co-Founder and CEO Marshall William Spencer settled tax obligations related to vesting equity awards. On September 15, 2026, 134,642 shares of Class A Common Stock were withheld by the company at $16.02 per share to pay withholding tax liability from vested RSUs. No shares were sold in the market, and Spencer now holds 2,568,473 shares directly, including 1,693,566 RSUs that continue to vest quarterly.

Insider Trade Summary

Tax Withholding: 134,642 shares

Tax Withholding 1 txn

Insider Marshall William Spencer

Role Co-Founder and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	134,642	$16.02	$2.16M

Holdings After Transaction: Class A Common Stock — 2,568,473 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes 1,693,566 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.

Key Figures

Shares withheld for tax: 134,642 shares Withholding price per share: $16.02 per share Shares held after transaction: 2,568,473 shares +2 more

5 metrics

Shares withheld for tax 134,642 shares Shares of Class A Common Stock withheld on September 15, 2026 to pay RSU-related withholding tax liability

Withholding price per share $16.02 per share Reference price used for the 134,642 shares withheld to cover tax liability

Shares held after transaction 2,568,473 shares Total Class A Common Stock directly held by Marshall William Spencer following the transaction

Unvested RSUs remaining 1,693,566 RSUs RSUs that remain to vest in equal quarterly installments on March 15, June 15, September 15 and December 15

Transaction date September 15, 2026 Date of the tax-withholding disposition related to vested RSUs

Key Terms

restricted stock units ("RSUs"), withholding tax liability, contingent right, Class A Common Stock

4 terms

restricted stock units ("RSUs") financial

"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")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

withholding tax liability financial

"shares of the issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred"

contingent right financial

"The RSUs represent a contingent right to receive one share of Issuer's Class A Common Stock each"

Class A Common Stock financial

"shares of the issuer's Class A Common Stock withheld by the issuer in payment"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Planet Labs (PL) disclose for Marshall William Spencer?

Planet Labs disclosed that on September 15, 2026, CEO Marshall William Spencer had 134,642 shares of Class A Common Stock withheld by the company to pay withholding tax liability arising from vesting RSUs. No shares were sold by him in the market.

At what price were the Planet Labs (PL) shares withheld to cover taxes?

The shares were withheld at a price of $16.02 per share. This withholding was used to satisfy the CEO’s withholding tax liability incurred upon the vesting of restricted stock units, rather than being a discretionary market sale.

How many Planet Labs (PL) shares does the CEO hold after this transaction?

After the tax-withholding transaction, CEO Marshall William Spencer directly holds 2,568,473 shares of Planet Labs’ Class A Common Stock. This amount includes 1,693,566 RSUs that remain subject to future vesting.

How do Marshall William Spencer’s RSUs in Planet Labs (PL) vest over time?

Marshall William Spencer has 1,693,566 RSUs that remain to vest in equal quarterly installments on the 15th of March, June, September and December. Each RSU represents a contingent right to receive one share of Class A Common Stock and has no expiration date.

Was a Rule 10b5-1 trading plan used for this Planet Labs (PL) insider transaction?

No. The filing indicates no Rule 10b5-1 plan for this transaction. The Form 4 notes that the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the event as shares withheld for tax liability on vesting RSUs, not a trading-plan sale.

Did the Planet Labs (PL) CEO sell any shares in the open market in this Form 4?

No. A footnote explicitly states that no shares were sold by the reporting person. The transaction consists solely of shares of Class A Common Stock withheld by the issuer to pay withholding tax liability from vesting RSUs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 08:42 PM Accepted by SEC EDGAR 09/17/2026 - 08:41 PM Learn about SEC filing dates

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)
09/15/2026

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	09/15/2026		F		134,642(1)	D	$16.02	2,568,473(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 1,693,566 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	09/17/2026
	** 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)