Carl Bass of Planet Labs (PL) receives 19,916 earnout shares at $0.00

Rhea-AI Filing Summary

Planet Labs PBC director Carl Bass reported the issuance of 19,916 Class A shares from an earnout award after a $21.00 stock price threshold was achieved. These earnout shares were acquired at a price of $0.00 per share through the exercise of a derivative security.

Following this transaction on 02/03/2026, Bass directly beneficially owns 397,186 shares of Class A Common Stock. This amount includes 32,468 restricted stock units that will fully vest on the earlier of the first anniversary of the grant or the company’s next annual stockholder meeting.

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^*

BASS CARL

(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		19,916	A	$0	397,186(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			19,916	(2)	(2)	Class A Common Stock	19,916	$0	0	D

Explanation of Responses:

1. Includes 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 threshold.

	By: /s/ LeeAnn Linck, Attorney-in-fact for: Carl Bass	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.
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FAQ

What insider transaction did Planet Labs (PL) director Carl Bass report?

Carl Bass reported receiving 19,916 Class A Common shares from an earnout award at $0.00 per share. The shares came from exercising a derivative security after a $21.00 stock price threshold was achieved, increasing his directly owned stake in Planet Labs.

How many Planet Labs (PL) shares does Carl Bass own after this Form 4?

After the reported transaction, Carl Bass directly beneficially owns 397,186 shares of Planet Labs Class A Common Stock. This total includes 32,468 restricted stock units that convert into one share each when they vest under the specified time and meeting conditions.

What triggered the earnout shares for Carl Bass at Planet Labs (PL)?

The earnout shares were issued because a $21.00 stock price threshold was achieved. This milestone satisfied the performance condition on an earnout-linked derivative security, resulting in 19,916 Class A shares being issued to Carl Bass at no cash exercise cost.

Were any Planet Labs (PL) shares sold by Carl Bass in this Form 4 filing?

The filing shows no sales by Carl Bass; it reports an acquisition of 19,916 Class A shares at $0.00 per share from an earnout. The derivative position used to obtain these shares was reduced to zero after being fully exercised into common stock.

What do Carl Bass’s RSUs at Planet Labs (PL) represent?

Carl Bass’s 32,468 restricted stock units represent a right to receive one Planet Labs Class A share per unit. They fully vest on the earlier of the grant’s first anniversary or the next annual stockholder meeting, and they do not have an expiration date before vesting and settlement.

Is Carl Bass’s Planet Labs (PL) ownership direct or through another entity?

The Form 4 reports Carl Bass’s Planet Labs holdings as directly owned. The 397,186 Class A shares, including the underlying 32,468 restricted stock units and the newly issued 19,916 earnout shares, are all listed with a direct ownership designation, not through an intermediary entity.