Planet Labs (PL) CEO has 134,641 shares withheld to cover RSU tax

Rhea-AI Filing Summary

Planet Labs PBC director and Co-Founder and CEO Marshall William Spencer reported a tax-related share disposition. On the vesting of restricted stock units, the company withheld 134,641 shares of Class A Common Stock at a value of $30.58 per share to cover withholding tax liability.

The filing states that no shares were sold by Spencer in the market. After this withholding, he directly holds 2,903,115 shares of Class A Common Stock and has 1,958.188 restricted stock units that will continue to vest in equal quarterly installments on the 15th of March, June, September and December.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Marshall William Spencer

Role Co-Founder and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	134,641	$30.58	$4.12M

Holdings After Transaction: Class A Common Stock — 2,903,115 shares (Direct, null)

Footnotes (1)

1. 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"). Includes 1,958.188 RSUs that remain to 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.

Key Figures

Shares withheld for taxes: 134,641 shares Withholding value per share: $30.58 per share Shares held after transaction: 2,903,115 shares +1 more

4 metrics

Shares withheld for taxes 134,641 shares Class A Common Stock withheld upon RSU vesting

Withholding value per share $30.58 per share Value used for RSU tax-withholding shares

Shares held after transaction 2,903,115 shares Direct Class A Common Stock holdings post-withholding

Unvested RSUs remaining 1,958.188 RSUs RSUs vesting quarterly on March, June, September, December 15

Key Terms

restricted stock units, withholding tax liability, RSUs, Class A Common Stock

4 terms

restricted stock units financial

"withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding tax liability financial

"withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units"

RSUs financial

"Includes 1,958.188 RSUs that remain to vest in equal quarterly installments"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Class A Common Stock financial

"shares of the issuer's Class A Common Stock withheld by the issuer"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Marshall William Spencer

(Last) (First) (Middle)

C/O PLANET LABS PBC

645 HARRISON STREET, FLOOR 4

(Street)

SAN FRANCISCO CALIFORNIA 94107

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/15/2026		F		134,641(1)	D	$30.58	2,903,115(2)	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. 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").

2. Includes 1,958.188 RSUs that remain to 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: William Spencer Marshall	06/17/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Planet Labs (PL) report for Marshall William Spencer?

Planet Labs reported that CEO Marshall William Spencer had 134,641 Class A shares withheld to cover taxes on vested RSUs. The filing clarifies no shares were sold on the open market; this was a tax-withholding mechanism tied to equity compensation.

Were any Planet Labs (PL) shares actually sold by the CEO in this Form 4?

No Planet Labs shares were sold by the CEO in this Form 4. The reported transaction reflects shares withheld by the company to satisfy withholding tax obligations arising from restricted stock unit vesting, not a discretionary market sale by the executive.

How many Planet Labs (PL) shares does the CEO hold after this tax withholding?

Following the tax-withholding transaction, the CEO directly holds 2,903,115 shares of Planet Labs Class A Common Stock. This figure comes from the post-transaction share balance reported in the Form 4, showing his continuing substantial equity stake in the company after the RSU-related withholding.

What RSU awards remain outstanding for the Planet Labs (PL) CEO?

The CEO has 1,958.188 restricted stock units remaining to vest. These RSUs will vest in equal quarterly installments on the 15th of March, June, September and December, each unit representing a contingent right to receive one share of Class A Common Stock.

What does the $30.58 figure represent in the Planet Labs (PL) Form 4?

The $30.58 figure represents the value per share used for the 134,641 Planet Labs Class A shares withheld for taxes. This amount is applied to calculate the withholding tax liability incurred when the CEO’s restricted stock units vested under his equity compensation arrangements.