Planet Labs PBC (PL) CFO reports large RSU grant and tax withholding

Rhea-AI Filing Summary

Planet Labs PBC President & CFO Ashley F. Johnson reported routine equity compensation and related tax withholding. On March 12, 2026, she received a grant of 173,842 restricted stock units (RSUs), each representing one share of Class A Common Stock, vesting in equal quarterly installments over four years beginning June 15, 2026.

On March 15, 2026, the company withheld 85,558 shares of Class A Common Stock to cover tax liabilities from RSU vesting; the filing states that no shares were sold by Johnson. Following these transactions, she directly holds 2,072,008 shares of Class A Common Stock, and her holdings include 1,298,687 RSUs that vest quarterly on March 15, June 15, September 15, and December 15.

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^*

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)
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		173,842(1)	A	$0.00	2,157,566	D
Class A Common Stock	03/15/2026		F		85,558(2)	D	$24.79	2,072,008(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 common stock withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units ("RSUs").

3. Includes 1,298,687 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	03/16/2026
	** 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).
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FAQ

What insider transactions did Planet Labs PBC (PL) report for Ashley F. Johnson?

Planet Labs PBC reported that President & CFO Ashley F. Johnson received 173,842 RSUs and had 85,558 shares withheld to cover RSU-related tax liabilities. The filing emphasizes that no shares were sold and all activity was compensation and tax related.

Did Ashley F. Johnson sell any Planet Labs PBC (PL) shares in this Form 4?

The filing states that Ashley F. Johnson did not sell any shares. The 85,558 shares shown as a disposition were withheld by Planet Labs PBC to satisfy tax obligations arising from restricted stock unit vesting, rather than open-market or discretionary sales.

How many Planet Labs PBC (PL) shares does Ashley F. Johnson hold after these transactions?

After these transactions, Ashley F. Johnson directly holds 2,072,008 shares of Planet Labs PBC Class A Common Stock. In addition, her reported position includes 1,298,687 RSUs that may settle into shares over time as they vest on scheduled quarterly dates.

What are the terms of the new RSU grant reported by Planet Labs PBC (PL)?

The new grant covers 173,842 RSUs, each tied to one Planet Labs PBC Class A share. These RSUs vest in equal quarterly installments over four years, starting June 15, 2026, providing long-term, time-based equity compensation to the President & CFO.

How do existing RSUs for Ashley F. Johnson in Planet Labs PBC (PL) vest over time?

The filing notes 1,298,687 RSUs that vest in equal quarterly installments on March 15, June 15, September 15, and December 15. Each RSU represents a contingent right to receive one Planet Labs PBC Class A share and has no stated expiration date.