Planet Labs (PL) CEO Marshall exercises earnout awards and sells Class A shares

Rhea-AI Filing Summary

Planet Labs PBC Co-Founder and CEO William Spencer Marshall reported several equity transactions on January 21, 2026. He acquired 123,897 shares of Class A Common Stock at $0 per share through the exercise of earnout rights and then disposed of 63,039 shares of Class A Common Stock at $26.38 per share, leaving 3,022,620 Class A shares beneficially owned directly.

On the derivative side, he received 123,897 earnout Class A and 292,026 earnout Class B derivative securities at an exercise price of $0, and also exercised 292,026 shares of Class B Common Stock into Class A, with 11,454,871 derivative Class B shares remaining. A footnote explains that the earnout shares were issued after Planet Labs’ Class A stock reached a $19.00 price threshold, and any remaining earnout shares will vest only if the stock meets a $21.00 price condition or a qualifying change-of-control occurs 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^*

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)
01/21/2026

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	01/21/2026		M		123,897	A	$0	3,085,659	D
Class A Common Stock	01/21/2026		F		63,039	D	$26.38	3,022,620(1)	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	(2)	01/21/2026		M			123,897	(2)	(2)	Class A Common Stock	123,897	$0	123,900	D
Earnout - Class B Shares	(2)	01/21/2026		M			292,026	(2)	(2)	Class B Common Stock	292,026	$0	292,027	D
Class B Common Stock	(3)	01/21/2026		M		292,026		(3)	(3)	Class A Common Stock	292,026	$0	11,454,871	D

Explanation of Responses:

1. Includes 2,069,641 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.

2. 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.

3. Shares of Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

	/s/ LeeAnn Linck, Attorney-in-fact for: William Spencer Marshall	01/23/2026
	** 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).
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FAQ

What insider activity did Planet Labs (PL) report for January 21, 2026?

Planet Labs reported that Co-Founder and CEO William Spencer Marshall acquired 123,897 Class A shares at $0 and disposed of 63,039 Class A shares at $26.38 on January 21, 2026.

How many Planet Labs Class A shares does the CEO beneficially own after these transactions?

After the reported transactions, the CEO beneficially owns 3,022,620 shares of Planet Labs Class A Common Stock directly.

What earnout shares were issued to the Planet Labs CEO in this Form 4?

The CEO received earnout rights for 123,897 Class A shares and 292,026 Class B shares at an exercise price of $0 per share.

What triggers vesting of remaining Planet Labs earnout shares for the CEO?

Remaining earnout shares vest if Class A stock closes at or above $21.00 for any 20 trading days in any 30-day period before December 7, 2026, or if a qualifying change-of-control pays at least $21.00 per share.

What RSU holdings for Planet Labs (PL) are disclosed for the CEO?

A footnote states that the CEO’s holdings include 2,069,641 RSUs that vest in equal quarterly installments on the 15th of March, June, September, and December, each representing one Class A share.

Can Planet Labs Class B Common Stock be converted, and on what terms?

Shares of Planet Labs Class B Common Stock may be converted into Class A Common Stock on a one-to-one basis at the holder’s option at any time, with no expiration date.