PL Insider Filing: Ashley Johnson Reports PSU/RSU Vesting and Tax Withholdings

Rhea-AI Filing Summary

Ashley F. Johnson, President & CFO of Planet Labs PBC (PL), reported stock-based compensation transactions on 09/15/2025. Ms. Johnson received 24,187 shares upon vesting of performance restricted stock units (PSUs) that she elected to receive instead of a cash bonus for the first half of the fiscal year ending January 31, 2026. The issuer withheld 13,267 shares to satisfy withholding tax on those PSUs and 85,404 shares to satisfy withholding tax on vested restricted stock units (RSUs). Following these transactions Ms. Johnson beneficially owned 2,114,714 shares of Class A common stock. The filing discloses 1,436,245 RSUs that vest in equal quarterly installments on March 15, June 15, September 15 and December 15 and represent a contingent right to one share each with no expiration date.

Positive

• Conversion of cash bonus into PSUs aligns executive compensation with shareholder value by delivering equity rather than cash
• Large balance of unvested RSUs (1,436,245) indicates retention-focused, time-based compensation

Negative

• Issuer withheld 98,671 shares (13,267 + 85,404) to satisfy tax obligations, reducing the reporting person's net share increase
• Reported beneficial ownership decreased to 2,114,714 after withholding compared with the immediate post-vesting total

Insights

Financial Analyst

TL;DR: Insider received compensation in PSUs/RSUs; modest net increase in reported beneficial ownership after withholdings.

The Form 4 shows standard equity compensation activity for a senior executive: conversion of a cash bonus into PSUs, vesting of PSUs and RSUs, and share withholding to cover tax liabilities. The reporting person acquired 24,187 shares from PSU vesting and had 98,671 shares withheld for taxes across PSU and RSU vesting. Beneficial ownership after the transactions is 2,114,714 Class A shares. The large balance of unvested RSUs (1,436,245) represents future equity compensation tied to time-based vesting.

Corporate Governance Expert

TL;DR: Transaction reflects routine executive compensation vesting with tax withholding; filings appear complete and properly signed.

The disclosure identifies Ms. Johnson as an officer and reports the mechanics of converting an earned cash bonus into PSUs and subsequent vesting. The form includes requisite details: transaction codes, withholding amounts, resulting beneficial ownership and a signature by an attorney-in-fact. The RSUs are time-vested and have no expiration, which is typical for retention-focused grants.

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^*

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)
09/15/2025

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	09/15/2025		A		24,187(1)	A	(1)	2,213,385	D
Class A Common Stock	09/15/2025		F		13,267(2)	D	$9.86	2,200,118	D
Class A Common Stock	09/15/2025		F		85,404(3)	D	$9.86	2,114,714(4)	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 shares acquired upon the vesting of performance restricted stock units ("PSUs") that were received in lieu of the Reporting Person's cash bonus earned for the first half of fiscal year ending January 31, 2026 ("H1") under the Issuer's Amended & Restated Annual Cash Incentive Plan. The Reporting Person elected to convert such cash bonus into PSUs representing 100% of the earned cash bonus amount for H1.

2. No shares were sold by the reporting person. This transaction represents shares of issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of PSUs.

3. 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").

4. Includes 1,436,245 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.

Remarks:

	/s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson	09/16/2025
	** 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.

FAQ

What transactions did Ashley F. Johnson report on Form 4 for PL?

The filing reports PSU vesting that yielded 24,187 shares and withholding of 13,267 and 85,404 shares to cover taxes, dated 09/15/2025.

How many Class A shares does Ashley F. Johnson beneficially own after these transactions?

Following the reported transactions, Ms. Johnson beneficially owned 2,114,714 shares of Class A common stock.

What is the nature and schedule of the unvested RSUs reported?

The filing discloses 1,436,245 RSUs that vest in equal quarterly installments on March 15, June 15, September 15 and December 15 and represent one share each with no expiration date.

Was the cash bonus converted to equity?

Yes. The reporting person elected to convert the earned cash bonus for H1 into PSUs representing 100% of the earned cash bonus amount.

Who signed the Form 4 and when?

The Form 4 is signed by LeeAnn Linck, Attorney-in-fact for Ashley F. Johnson on 09/16/2025.