Planet Labs (PL) director gets 19,914 earnout shares on price trigger

Rhea-AI Filing Summary

Planet Labs PBC director Carl Bass reported the vesting of earnout shares tied to stock price performance. On January 21, 2026, an earnout covering 19,914 Class A shares was settled at an exercise price of $0, increasing his directly held Class A Common Stock to 377,270 shares, which includes 32,468 RSUs that vest on the earlier of the grant’s first anniversary or the next annual stockholder meeting.

The earnout shares were issued after Planet Labs’ stock met a $19.00 price threshold. A remaining earnout position of 19,916 derivative earnout shares continues outstanding and will vest in one final installment if the Class A Common Stock closes at or above $21.00 for 20 trading days within any 30-day period before December 7, 2026, or if a qualifying change of control occurs by that date with per-share consideration of at least $21.00. The filing also corrects an earlier administrative error in how a prior derivative disposition was column-classified, without changing the previously reported holdings.

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^*

BASS CARL

(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)
01/21/2026

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		19,914	A	$0	377,270(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			19,914(3)	(2)	(2)	Class A Common Stock	19,914	$0	19,916	D

Explanation of Responses:

1. Includes 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 $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. Due to an administrative error, the Form 4 previously filed on January 15, 2026 (the "Previous Form 4"), inadvertently reported the Table II, Column 5 Number of Derivative Securities Disposed in the incorrect Acquired (A) column instead of the correct Disposed (D) column. The previous Form 4 correctly reported the Number of Derivative Securities Beneficially Owned Following Reported Transaction and the other information therein despite this error.

	By: /s/ LeeAnn Linck, Attorney-in-fact for: Carl Bass	01/23/2026
	** 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) director Carl Bass report?

Carl Bass reported the settlement of an earnout on January 21, 2026, exercising derivative rights for 19,914 Class A Common shares at an exercise price of $0, which increased his directly held Class A stock.

How many Planet Labs (PL) shares does Carl Bass hold after this Form 4?

After the reported transaction, Carl Bass beneficially owns 377,270 shares of Planet Labs Class A Common Stock directly, which includes 32,468 RSUs that will settle into shares when they vest.

What are the stock price conditions for the Planet Labs (PL) earnout shares?

The reported issuance reflects achievement of a $19.00 stock price threshold. Remaining earnout shares will vest if the Class A Common Stock closes at or above $21.00 for 20 trading days within any 30-day period before December 7, 2026, or if a qualifying change of control occurs by that date with per-share consideration of at least $21.00.

How many Planet Labs (PL) earnout shares remain outstanding for Carl Bass?

Following the vesting of 19,914 earnout-linked shares into Class A Common Stock, Carl Bass continues to hold 19,916 derivative earnout shares directly, which may vest upon meeting the remaining performance conditions.

What RSUs are included in Carl Bass’s Planet Labs (PL) holdings?

His reported holdings include 32,468 restricted stock units (RSUs), each representing a contingent right to receive one share of Class A Common Stock. These RSUs fully vest on the earlier of the first anniversary of the grant or the date of Planet Labs’ next annual meeting of stockholders after the grant.

Did this Planet Labs (PL) Form 4 correct any prior reporting errors?

Yes. A footnote explains that a previous Form 4 filed January 15, 2026 mistakenly reported the number of derivative securities disposed in the “Acquired (A)” column instead of the “Disposed (D)” column in Table II. The earlier filing otherwise correctly stated the number of derivative securities beneficially owned following the transaction.