Planet Labs (PL) director exercises 423 earnout shares after $19 price trigger

Rhea-AI Filing Summary

Planet Labs PBC director Ita M. Brennan reported the issuance and vesting of earnout-related equity. On January 21, 2026, an earnout award for 423 Earnout - Class A Shares was exercised at $0 per share, resulting in the acquisition of 423 shares of Class A Common Stock. After this transaction, Brennan directly beneficially owned 300,235 shares of Class A Common Stock.

The earnout shares were issued because Planet Labs met a $19.00 stock price threshold. A remaining earnout tranche will vest if the Class A share price reaches $21.00 over 20 trading days within any 30 trading day period prior to December 7, 2026, or if a qualifying change of control occurs with at least $21.00 per share consideration. The filing also notes an earlier Form 4 contained an administrative column-labeling error for a derivative disposition, without changing the previously reported beneficial ownership totals.

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^*

Brennan Ita M

(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)
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		423	A	$0	300,235(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)	01/21/2026		M			423(3)	(2)	(2)	Class A Common Stock	423	$0	423	D

Explanation of Responses:

1. Includes (a) 6,957 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December; and (b) 32,468 RSUs which 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. 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. Due to an administrative error, the Form 4 previously filed on January 15, 2026 (the "Previous Form 4"), inadvertently reported the Table II, Column 5 Number of Derivative Securities Disposed in the incorrect Acquired (A) column instead of the correct Disposed (D) column. The previous Form 4 correctly reported the Number of Derivative Securities Beneficially Owned Following Reported Transaction and the other information therein despite this error.

	By: /s/ LeeAnn Linck, Attorney-in-fact for: Ita M Brennan	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).
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FAQ

What insider transaction did Planet Labs PBC (PL) report for Ita M. Brennan?

The filing shows that Ita M. Brennan, a director of Planet Labs PBC, exercised an earnout award for 423 Earnout - Class A Shares on January 21, 2026, receiving 423 shares of Class A Common Stock at an exercise price of $0 per share.

How many Planet Labs PBC (PL) shares does Ita M. Brennan own after this Form 4?

Following the reported transaction, Ita M. Brennan directly beneficially owned 300,235 shares of Planet Labs PBC Class A Common Stock.

What triggered the issuance of earnout shares in Planet Labs PBC (PL)?

The earnout shares were issued because Planet Labs achieved a $19.00 stock price threshold, which triggered the vesting of 423 earnout shares into Class A Common Stock for the reporting person.

What are the conditions for the remaining earnout shares at Planet Labs PBC (PL)?

The remaining earnout shares will vest in one final installment if the closing price of Planet Labs Class A Common Stock equals or exceeds $21.00 over any 20 trading days within any 30 trading day period before December 7, 2026, or if the company completes a change of control transaction before that date at a per share consideration of at least $21.00.

What correction to a prior Form 4 does this Planet Labs PBC (PL) filing describe?

The filing explains that a previous Form 4 filed January 15, 2026 mistakenly reported the derivative securities in Table II, Column 5 under the Acquired (A) column instead of the Disposed (D) column. It notes that the number of derivative securities beneficially owned following the transaction and other information in that prior filing were correctly reported despite the column-labeling error.

What RSU holdings are included in Ita M. Brennan’s Planet Labs PBC (PL) ownership?

The beneficial ownership includes 6,957 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December, and 32,468 RSUs that fully vest on the earlier of the first anniversary of the grant or the next annual stockholders’ meeting. Each RSU represents a right to receive one share of Class A Common Stock.