Planet Labs PBC (PL) CEO receives earnout shares and withholds stock for taxes

Rhea-AI Filing Summary

Planet Labs PBC’s Co-Founder and CEO William Spencer Marshall reported equity award activity tied to stock-price milestones and tax withholding. On February 3, 2026, an earnout was triggered when the stock reached the $21.00 threshold, issuing 123,900 earnout Class A shares and 292,027 earnout Class B shares. The Class B Common Stock is convertible into Class A on a one-to-one basis at the holder’s option with no expiration date. The filing also shows 63,041 shares of Class A Common Stock withheld at $23.95 per share in a transaction coded “F”, typically used for tax withholding on vested awards. After these transactions, Marshall directly holds 3,083,479 shares of Class A Common Stock, which include 2,069,641 restricted stock units that vest quarterly on March 15, June 15, September 15 and December 15, each RSU representing one Class A share with no expiration date.

Insider Trade Summary

Net Buyer: 60,859 shares

Net Buy 5 txns

Insider Marshall William Spencer

Role Co-Founder and CEO

Type	Security	Shares	Price	Value
Exercise	Earnout - Class A Shares	123,900	$0.00	$0.00
Exercise	Earnout - Class B Shares	292,027	$0.00	$0.00
Exercise	Class B Common Stock	292,027	$0.00	$0.00
Exercise	Class A Common Stock	123,900	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	63,041	$23.95	$1.51M

Holdings After Transaction: Earnout - Class A Shares — 0 shares (Direct); Earnout - Class B Shares — 0 shares (Direct); Class B Common Stock — 11,746,898 shares (Direct); Class A Common Stock — 3,083,479 shares (Direct)

Footnotes (3)

1. F1. Includes 2,069,641 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.
2. F2. Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.
3. F3. Shares of Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/05/2026 - 03:59 PM Learn about SEC filing dates

FAQ

What insider transaction did Planet Labs (PL) CEO report on February 3, 2026?

Planet Labs CEO William Spencer Marshall reported earnout share issuances and tax withholding transactions on February 3, 2026. Earnout awards in Class A and Class B shares vested after a stock-price milestone, and some Class A shares were withheld in a transaction coded “F,” typically reflecting tax obligations.

How many Planet Labs (PL) earnout shares vested for the CEO in this Form 4?

The Form 4 shows 123,900 earnout Class A shares and 292,027 earnout Class B shares issued to the CEO. These issuances occurred after Planet Labs achieved a $21.00 stock price threshold, satisfying the performance condition described in the earnout footnote in the filing.

What does the $21.00 stock price threshold mean in the Planet Labs (PL) filing?

The $21.00 stock price threshold is the performance trigger for the earnout shares. When Planet Labs’ stock reached this level, it caused the issuance of specific earnout Class A and Class B shares to the reporting person, as described in the footnote explaining the earnout mechanics.

How many Planet Labs (PL) Class A shares does the CEO own after these transactions?

Following the reported transactions, the CEO beneficially owns 3,083,479 shares of Planet Labs Class A Common Stock. This total includes 2,069,641 restricted stock units, each representing a right to receive one Class A share, vesting in equal quarterly installments throughout the year.

Why were 63,041 Planet Labs (PL) Class A shares transacted at $23.95?

The filing records 63,041 shares of Class A Common Stock with transaction code “F” at $23.95 per share. Code “F” typically indicates shares withheld to cover taxes upon vesting of equity awards, reducing the reported person’s share count while satisfying associated tax obligations.

How do Planet Labs (PL) Class B shares relate to Class A shares in this Form 4?

According to the filing, shares of Class B Common Stock may be converted into Class A Common Stock on a one-to-one basis at the holder’s option. These Class B shares have no expiration date, meaning the holder can choose to convert them into Class A at any time.

How do the Planet Labs (PL) RSUs for the CEO vest over time?

The CEO holds 2,069,641 restricted stock units that each settle into one Class A share. These RSUs vest in equal quarterly installments on March 15, June 15, September 15, and December 15, with no expiration date, providing a scheduled stream of future Class A share deliveries.

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 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
X	Officer (give title below)		Other (specify below)
	Co-Founder and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		M		123,900	A	$0	3,146,520	D
Class A Common Stock	02/03/2026		F		63,041	D	$23.95	3,083,479(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)	02/03/2026		M			123,900	(2)	(2)	Class A Common Stock	123,900	$0	0	D
Earnout - Class B Shares	(2)	02/03/2026		M			292,027	(2)	(2)	Class B Common Stock	292,027	$0	0	D
Class B Common Stock	(3)	02/03/2026		M		292,027		(3)	(3)	Class A Common Stock	292,027	$0	11,746,898	D

Explanation of Responses:

1. Includes 2,069,641 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.

2. Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.

3. Shares of Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

	/s/ LeeAnn Linck, Attorney-in-fact for: William Spencer Marshall	02/05/2026
	** 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.