Planet Labs (PL) director exercises 423 earnout shares at $0

Rhea-AI Filing Summary

Planet Labs PBC director Ita M. Brennan acquired 423 shares of Class A Common Stock by exercising earnout-linked derivative rights at $0 per share. This increased Brennan’s directly held Class A position to 300,658 shares.

The 300,658 shares include 6,957 restricted stock units that vest in equal quarterly installments each March, June, September and December, and 32,468 restricted stock units that fully vest on the earlier of the first anniversary of grant or the next annual stockholder meeting. The 423 earnout shares were issued after Planet Labs’ stock achieved the disclosed $21.00 price thresholds, and the related earnout derivative position was reduced to zero.

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^*

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)
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		423	A	$0	300,658(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)	02/03/2026		M			423	(2)	(2)	Class A Common Stock	423	$0	0	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 $21.00 stock price thresholds.

	By: /s/ LeeAnn Linck, Attorney-in-fact for: Ita M Brennan	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).
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 transaction did Ita M. Brennan report at Planet Labs (PL)?

Ita M. Brennan reported acquiring 423 shares of Planet Labs Class A Common Stock. The shares came from exercising earnout-linked derivative rights at $0 per share, and were issued after Planet Labs’ stock reached the specified $21.00 price thresholds.

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

After the reported transaction, Ita M. Brennan directly owns 300,658 shares of Planet Labs Class A Common Stock. This total includes both currently issued shares and restricted stock units scheduled to vest over time, subject to continued service and meeting vesting conditions.

What are the details of Ita M. Brennan’s restricted stock units in Planet Labs (PL)?

Brennan’s holdings include 6,957 restricted stock units vesting in equal quarterly installments each March, June, September and December, plus 32,468 restricted stock units that fully vest on the earlier of the first grant anniversary or Planet Labs’ next annual stockholder meeting.

What triggered the earnout share issuance reported by Planet Labs (PL)?

The earnout share issuance was triggered when Planet Labs’ stock price reached the $21.00 thresholds. At that point, 423 earnout-linked Class A shares became issuable to Ita M. Brennan and were acquired at $0 per share, eliminating the related earnout derivative balance.

Is Ita M. Brennan a director or officer of Planet Labs (PL)?

Ita M. Brennan is reported as a director of Planet Labs PBC. The filing does not list any officer role or 10% ownership status, indicating the transaction relates to Brennan’s position on the company’s board of directors rather than an executive office.

What type of derivative security did Ita M. Brennan exercise at Planet Labs (PL)?

Brennan exercised an earnout-linked derivative security labeled “Earnout - Class A Shares.” This derivative converted into 423 Planet Labs Class A Common Stock shares at an exercise price of $0, and the remaining balance of that earnout derivative position became zero after the transaction.