[Form 4] Planet Labs PBC Insider Trading Activity

Rhea-AI Filing Summary

Bank of Nova Scotia (BNS) is marketing Contingent Income Auto-Callable Securities linked to the common stock of Uber Technologies, Inc. (ticker: UBER UN). Each unlisted note has a $1,000 face amount, prices on 18-Jul-2025 and matures (unless called) on 21-Jul-2028. The securities offer a contingent quarterly coupon of $26.90 (10.76% p.a.) that is paid only when the closing price of Uber shares on an observation date is at or above the 60% downside threshold. A memory feature allows skipped coupons to be recovered on later dates that meet the threshold.

The notes are auto-callable: if Uber’s closing price on any quarterly determination date (other than the final one) is at or above the 100% call threshold, investors receive the stated principal plus the applicable coupon and the deal terminates early. At maturity, if the final share price is below the 60% threshold, principal is reduced in direct proportion to Uber’s share decline, exposing investors to a loss of up to 100% of principal.

Key terms

• Issuer: The Bank of Nova Scotia, Senior Note Program Series A
• Coupon: 10.76% p.a. contingent, with memory
• Downside threshold: 60% of initial share price
• Call threshold: 100% of initial share price (observed quarterly)
• Issue price vs. estimated value: $1,000 vs. $938.74–$968.74
• Upfront selling commission: $22.50 per note
• Listing: None; liquidity depends on dealer market making

Principal risks highlighted by BNS include

• Full principal risk below the 60% threshold
• Possibility of zero coupons if Uber trades weakly throughout the term
• Credit exposure to BNS as senior unsecured debt
• Limited secondary market and price concessions versus estimated value
• Uncertain tax treatment for U.S. and Canadian investors

The product suits investors seeking enhanced income and willing to take single-stock, equity-linked downside and issuer credit risk in exchange for capped returns and no equity upside.

Positive

• High contingent coupon: 10.76% annualized income if conditions are met, above typical investment-grade yields.
• Memory feature: allows previously missed coupons to be recaptured, improving potential cash-flow consistency.
• 40% downside buffer: principal is protected as long as Uber does not fall more than 40% from the initial price.
• Auto-call mechanism: can return capital early at par plus coupon if Uber stock is flat or higher, reducing exposure period.

Negative

• Principal at risk: Uber closing below the 60% threshold at maturity causes proportional loss, potentially to 0%.
• No equity upside: investors forgo any participation in Uber share appreciation beyond coupon payments.
• Credit exposure: payments depend on Bank of Nova Scotia’s ability to pay as senior unsecured debt.
• Liquidity discount: notes are unlisted; dealer bid prices may be well below issue price and intrinsic value.
• Issue price premium: bank’s estimated fair value ($938.74–$968.74) is below $1,000 purchase price.
• Tax uncertainty: U.S. and Canadian tax treatment is not conclusively determined.

Insights

Structured Products Analyst

TL;DR 10.76% contingent coupon looks attractive, but investors face 40% buffer only and no upside; overall neutral risk-reward.

The note delivers above-market income if Uber stays above 60% of its initial price. The memory feature partly mitigates missed coupons, and the quarterly auto-call at 100% shortens duration if the stock holds flat or rises. However, investors surrender all upside beyond coupon income, and capital is fully exposed below the 60% barrier—historically, Uber has exhibited high volatility, so downside breach probability is material. The note is priced 3–6% above the bank’s estimated value, reflecting dealer compensation and hedging costs, which may weigh on secondary prices. BNS is rated high-grade, but the unsecured structure still embeds issuer credit risk. Overall, the security may fit yield-seeking portfolios comfortable with single-equity and credit risk, yet it is not impactful for BNS’ own financials and should be viewed as a marketing flow product rather than a strategic financing.

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^*

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)
07/10/2025

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	07/10/2025		A		32,468(1)	A	$0	317,530(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

Explanation of Responses:

1. Includes 32,468 restricted stock units, each of which represent a contingent right to receive one share of issuer's Class A Common Stock ("RSUs"). The RSUs will 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, in either case, subject to continuous service through the vesting date.

Remarks:

	By: /s/ LeeAnn Linck, Attorney-in-fact for: Carl Bass	07/10/2025
	** 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 is the contingent quarterly coupon rate on BNS’s Auto-Callable Securities linked to UBER?

The notes pay $26.90 per quarter per $1,000 (10.76% p.a.) when Uber’s closing price is at or above the 60% downside threshold.

When can the BNS securities be called early?

On any quarterly determination date before maturity, if Uber’s closing price is ≥100% of the initial price, the notes auto-redeem at par plus the coupon.

How much principal protection do investors have?

Principal is fully protected only if Uber’s final price is ≥60% of its initial level; below that, repayment falls in proportion to the decline.

Is there upside participation in Uber stock gains?

No. Investors receive fixed coupons only; any share appreciation above the call threshold accrues solely to the issuer.

Where will the securities trade after issuance?

The notes will not be listed; secondary liquidity, if any, will rely on Scotia Capital (USA) Inc. making a market.