Planet Labs (PL) director exercises 844 earnout shares at no cost

Rhea-AI Filing Summary

Planet Labs PBC director Ita M. Brennan reported an equity award-related transaction. On 01/13/2026, 844 earnout Class A share units were exercised at $0 per unit, delivering 844 shares of Class A Common Stock. Following this, Brennan directly held 299,812 shares of Class A Common Stock and 846 earnout derivative units.

The earnout shares were issued after the company’s stock met $15.00 and $17.00 price thresholds. According to the terms, remaining earnout shares will vest in two substantially equal installments if the closing price of the Class A Common Stock equals or exceeds $19.00 and $21.00 for 20 trading days within any 30-day period before December 7, 2026, or upon a qualifying change of control with at least the same price levels.

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^*

Brennan Ita M

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/13/2026		M		844	A	$0	299,812(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)	01/13/2026		M		844		(2)	(2)	Class A Common Stock	844	$0	846	D

Explanation of Responses:

1. Includes (a) 6,957 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December; and (b) 32,468 RSUs which fully vest on the earlier of (i) the first anniversary of the grant or (ii) the date of the issuer's next annual meeting of stockholders to occur following the grant. 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 $15.00 and $17.00 stock price thresholds. The remaining earnout shares will vest in two substantially equal installments if the closing price of the Class A Common Stock equals or exceeds $19.00 and $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 $19.00 and $21.00.

	By: /s/ LeeAnn Linck, Attorney-in-fact for: Ita M Brennan	01/15/2026
	** 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 transaction did Planet Labs (PL) report for Ita M. Brennan?

The filing shows that director Ita M. Brennan exercised 844 earnout Class A share units on 01/13/2026 at $0 per unit, receiving 844 shares of Class A Common Stock.

How many Planet Labs (PL) Class A shares does Ita M. Brennan own after this transaction?

After the reported transaction, Ita M. Brennan directly owned 299,812 shares of Planet Labs PBC Class A Common Stock.

What are the terms of the Planet Labs (PL) earnout shares mentioned in the filing?

The earnout shares were issued after achieving $15.00 and $17.00 stock price thresholds. Remaining earnout shares vest in two substantially equal installments if the closing price of Class A Common Stock reaches $19.00 and $21.00 for 20 trading days within any 30-day period before December 7, 2026, or upon a qualifying change of control meeting those price levels.

What derivative securities related to Planet Labs (PL) does Ita M. Brennan still hold?

Following the transaction, Ita M. Brennan held 846 earnout derivative units tied to Planet Labs PBC Class A Common Stock.

Does the Planet Labs (PL) filing describe any RSU holdings for Ita M. Brennan?

Yes. The filing notes that Brennan’s holdings include 6,957 RSUs that vest in equal quarterly installments on March 15, June 15, September 15 and December 15, and 32,468 RSUs that fully vest on the earlier of the first anniversary of the grant or the issuer’s next annual stockholder meeting.

What role does Ita M. Brennan have at Planet Labs (PL)?

Ita M. Brennan is identified in the filing as a director of Planet Labs PBC.