Planet Labs (PL) co-founder exercises earnout, withholds shares for tax

Rhea-AI Filing Summary

Planet Labs PBC director and Co-Founder/Chief Strategy Officer Robert H. Schingler reported multiple equity transactions on February 3, 2026. He exercised earnout rights for 36,369 Class A shares and 292,027 Class B shares at an exercise price of $0 after achievement of a $21.00 stock price threshold, reducing his earnout derivative positions to zero.

On the same date, 292,027 shares of Class B Common Stock held indirectly through Ulysses Trust 02021.1 were converted into 292,027 Class A shares. Schingler then had 18,504 Class A shares withheld at $23.95 to cover tax obligations, leaving 911,558 Class A shares held directly and 330,171 Class A shares plus 11,746,898 Class A shares indirectly through the trust. His direct holdings also include 834,558 RSUs that vest quarterly and entitle him to one Class A share each.

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^*

Schingler Robert H

(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 Chief Strategy Off.

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		36,369	A	$0	930,062	D
Class A Common Stock	02/03/2026		F		18,504	D	$23.95	911,558(1)	D
Class A Common Stock								330,171	I	Ulysses Trust 02021.1, Dated February 26, 2021

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			36,369	(2)	(2)	Class A Common Stock	36,369	$0	0	D
Earnout - Class B Shares	(2)	02/03/2026		M			292,027	(2)	(2)	Class B Common Stock	292,027	$0	0	I	Ulysses Trust 02021.1, Dated February 26, 2021
Class B Common Stock	(3)	02/03/2026		M		292,027		(3)	(3)	Class A Common Stock	292,027	$0	11,746,898	I	Ulysses Trust 02021.1, Dated February 26, 2021

Explanation of Responses:

1. Includes 834,558 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: Robert H Schingler	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).
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FAQ

What insider transactions did Planet Labs (PL) co-founder Robert H. Schingler report on February 3, 2026?

Robert H. Schingler reported exercising earnout awards and related share movements on February 3, 2026. He exercised earnout rights for Class A and Class B shares, converted trust-held Class B into Class A stock, and had Class A shares withheld to satisfy tax obligations tied to his equity compensation.

How many Planet Labs (PL) earnout shares did Robert H. Schingler exercise in this Form 4 filing?

He exercised 36,369 Earnout - Class A Shares and 292,027 Earnout - Class B Shares at an exercise price of $0. These earnout shares were issued after Planet Labs’ stock achieved a $21.00 price threshold, and the earnout derivative positions were reduced to zero following these transactions.

What role does the Ulysses Trust 02021.1 play in Planet Labs (PL) insider holdings?

The Ulysses Trust 02021.1, dated February 26, 2021, holds Planet Labs equity associated with Robert H. Schingler. It indirectly holds Class A Common Stock and Class B Common Stock, including 292,027 Class B shares that were converted into 292,027 Class A shares as reported in this Form 4 filing.

How many Planet Labs (PL) Class A shares does Robert H. Schingler hold directly after the reported transactions?

After the February 3, 2026 transactions, Schingler directly holds 911,558 shares of Planet Labs Class A Common Stock. This direct position includes 834,558 restricted stock units that vest quarterly, each representing a contingent right to receive one Class A share with no expiration date.

Why were some Planet Labs (PL) shares withheld at $23.95 in Robert H. Schingler’s Form 4?

18,504 shares of Planet Labs Class A Common Stock were disposed of at $23.95 under transaction code "F". This code indicates shares were withheld to cover tax obligations arising from equity awards, reducing Schingler’s directly held Class A shares to 911,558 following the withholding.

What are the key features of Robert H. Schingler’s RSUs reported in the Planet Labs (PL) Form 4?

Schingler’s direct holdings include 834,558 restricted stock units tied to Planet Labs Class A Common Stock. These RSUs vest in equal quarterly installments on March 15, June 15, September 15, and December 15, each RSU delivering one Class A share and having no expiration date.