Planet Labs (NYSE: PL) co-founder logs earnout stock and trust conversions

Rhea-AI Filing Summary

Planet Labs PBC co-founder and Chief Strategy Officer Robert H. Schingler, who is also a director, reported multiple equity-related transactions in Class A and Class B stock on January 21, 2026.

He acquired 36,365 shares of Class A Common Stock at an exercise price of $0 through the settlement of earnout awards and then had 18,503 Class A shares disposed of at $26.38 in a transaction coded "F", reflecting shares withheld or sold to cover taxes, leaving him with 893,693 Class A shares held directly, which include 834,558 RSUs that vest quarterly.

Indirectly, transactions associated with Ulysses Trust 02021.1, dated February 26, 2021, included the issuance of 292,026 earnout Class B shares at $0 and the conversion of 292,026 shares of Class B Common Stock into Class A on a one-to-one basis, resulting in 11,454,871 Class A shares and 330,171 Class A shares reported as indirectly owned by the trust. The earnout shares were issued after a $19.00 stock price threshold was met, and remaining earnout shares may vest if a $21.00 price condition is achieved by December 7, 2026 or upon a qualifying change of control.

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^*

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)
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		36,365	A	$0	912,196	D
Class A Common Stock	01/21/2026		F		18,503	D	$26.38	893,693(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)	01/21/2026		M			36,365	(2)	(2)	Class A Common Stock	36,365	$0	36,367	D
Earnout - Class B Shares	(2)	01/21/2026		M			292,026	(2)	(2)	Class B Common Stock	292,026	$0	292,027	I	Ulysses Trust 02021.1, Dated February 26, 2021
Class B Common Stock	(3)	01/21/2026		M		292,026		(3)	(3)	Class A Common Stock	292,026	$0	11,454,871	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 $19.00 stock price thresholds. 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. 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	01/23/2026
	** 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.

FAQ

What insider activity did Robert H. Schingler report at Planet Labs (PL)?

Robert H. Schingler reported the acquisition of 36,365 Class A Common shares at $0 from earnout awards and a tax-related disposition of 18,503 Class A shares at $26.38, along with updates to his direct and indirect holdings.

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

After the reported transactions, Robert H. Schingler beneficially owned 893,693 shares of Class A Common Stock directly, which include 834,558 RSUs that vest in equal quarterly installments.

What role does the Ulysses Trust 02021.1 play in Planet Labs (PL) share ownership?

The filing shows that Ulysses Trust 02021.1, dated February 26, 2021, is reported as the indirect owner of 11,454,871 shares of Class A Common Stock and 330,171 additional Class A shares following earnout issuances and Class B to Class A conversions.

What earnout conditions are described for Planet Labs (PL) shares in this Form 4?

Earnout shares were issued upon achieving a $19.00 stock price threshold. Remaining earnout shares may vest if the Class A closing price equals or exceeds $21.00 for 20 trading days within any 30‑day period before December 7, 2026, or if a qualifying change of control at or above $21.00 per share occurs before that date.

How are Planet Labs (PL) Class B shares treated in this insider filing?

The filing states that 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 and have no expiration date, and it reports the conversion of 292,026 Class B shares into Class A via the Ulysses Trust.

What is the position of Robert H. Schingler at Planet Labs (PL)?

Robert H. Schingler is listed as a Director and an Officer, with the title Co-Founder Chief Strategy Off. at Planet Labs PBC.