Planet Labs (PL) CFO reports earnout share vesting, sale on Form 4 filing

Rhea-AI Filing Summary

Planet Labs PBC President & CFO Ashley F. Johnson reported Form 4 transactions dated 01/13/2026 involving Class A Common Stock and related earnout shares. An earnout award labeled “Earnout - Class A Shares” for 122,625 derivative securities was exercised at $0 per share, delivering 122,625 shares of Class A Common Stock. On the same date, 67,725 Class A shares were disposed of at $25.32 per share under transaction code “F”, leaving 2,084,211 Class A shares beneficially owned directly. The filing notes that this amount includes 1,280,545 RSUs that vest quarterly and represent a right to receive one share each. The earnout issuance reflects achievement of stock price thresholds of $15.00 and $17.00, with remaining earnout shares eligible to vest if future price targets of $19.00 and $21.00 are met or upon certain change of control terms before December 7, 2026.

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^*

Johnson Ashley F.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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	01/13/2026		M		122,625	A	$0	2,151,936	D
Class A Common Stock	01/13/2026		F		67,725	D	$25.32	2,084,211(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)	01/13/2026		M		122,625		(2)	(2)	Class A Common Stock	122,625	$0	122,630	D

Explanation of Responses:

1. Includes 1,280,545 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 $15.00 and $17.00 stock price thresholds. The remaining earnout shares will vest in two substantially equal installments if the closing price of the Class A Common Stock equals or exceeds $19.00 and $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 $19.00 and $21.00.

	/s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson	01/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Planet Labs (PL) report for its President & CFO?

The President & CFO, Ashley F. Johnson, reported Form 4 transactions on 01/13/2026 involving the exercise of 122,625 earnout-related derivative securities into Class A Common Stock and the disposition of 67,725 Class A shares.

How many Planet Labs Class A shares did Ashley F. Johnson acquire and dispose of?

On 01/13/2026, 122,625 Class A Common Stock shares were acquired at $0 per share, and 67,725 Class A shares were disposed of at $25.32 per share.

How many Planet Labs shares does Ashley F. Johnson own after these transactions?

Following the reported transactions, 2,084,211 shares of Planet Labs Class A Common Stock are beneficially owned directly, a figure that includes certain restricted stock units.

What are the terms of the RSUs held by Planet Labs’ President & CFO?

The filing states that 1,280,545 RSUs vest in equal quarterly installments on the 15th of March, June, September, and December, each representing a contingent right to receive one share of Class A Common Stock with no expiration date.

What triggers vesting of the Planet Labs earnout shares in this Form 4?

The earnout shares were issued upon achieving $15.00 and $17.00 stock price thresholds. Remaining earnout shares can vest in two substantially equal installments if the Class A share price equals or exceeds $19.00 and $21.00 over any 20 trading days within a 30-day period before December 7, 2026, or upon a qualifying change of control with at least those per-share consideration levels.

What derivative security is reported in Planet Labs President & CFO’s Form 4?

The Form 4 lists an earnout-type derivative labeled “Earnout - Class A Shares” with 122,625 derivative securities exercised at an exercise price of $0, resulting in the issuance of 122,625 Class A Common Stock shares.