Planet Labs (NYSE: PL) CEO exercises earnout awards, sells shares

Rhea-AI Filing Summary

Planet Labs PBC CEO and Co-Founder William Spencer Marshall reported multiple equity transactions on Class A and Class B stock. He acquired 247,794 shares of Class A Common Stock at an exercise price of $0 through the exercise of earnout derivative awards, and separately disposed of 120,522 Class A shares at $25.32 per share. Following these transactions, he beneficially owned 2,961,762 shares of Class A Common Stock directly.

The filing also shows activity in derivative securities tied to earnout arrangements. Marshall exercised 247,794 “Earnout - Class A Shares” and 584,052 “Earnout - Class B Shares,” both with a stated exercise price of $0, and held 247,797 and 584,053 of these derivative earnout securities, respectively, after the transactions. He also held 11,162,845 derivative securities related to Class B Common Stock. A footnote states that 2,069,641 RSUs are included in his Class A beneficial ownership and vest quarterly, and that earnout shares were issued after Planet Labs’ stock achieved $15.00 and $17.00 price thresholds, with remaining earnouts contingent on future stock price or change-of-control events 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^*

Marshall William Spencer

(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 and CEO

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		247,794	A	$0	3,082,284	D
Class A Common Stock	01/13/2026		F		120,522	D	$25.32	2,961,762(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			247,794	(2)	(2)	Class A Common Stock	247,794	$0	247,797	D
Earnout - Class B Shares	(2)	01/13/2026		M			584,052	(2)	(2)	Class B Common Stock	584,052	$0	584,053	D
Class B Common Stock	(3)	01/13/2026		M		584,052		(3)	(3)	Class A Common Stock	584,052	$0	11,162,845	D

Explanation of Responses:

1. Includes 2,069,641 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.

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: William Spencer Marshall	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 CEO on this Form 4?

The Form 4 reports that William Spencer Marshall, Planet Labs PBC’s Co-Founder and CEO, acquired Class A shares through earnout exercises and disposed of Class A shares in a separate transaction. He exercised derivative earnout awards into 247,794 Class A shares at an exercise price of $0 and sold 120,522 Class A shares at $25.32 per share.

How many Planet Labs (PL) shares did the CEO sell and at what price?

The CEO disposed of 120,522 shares of Planet Labs PBC Class A Common Stock in a transaction coded “F” on January 13, 2026. The reported transaction price was $25.32 per share, and the transaction involved non-derivative Class A Common Stock held directly.

How many Planet Labs (PL) Class A shares does the CEO beneficially own after these transactions?

After the reported transactions, William Spencer Marshall beneficially owned 2,961,762 shares of Planet Labs PBC Class A Common Stock directly. A footnote explains that this figure includes 2,069,641 RSUs, which represent restricted stock units that vest in equal quarterly installments and each correspond to one share of Class A Common Stock.

What earnout awards were exercised by Planet Labs (PL) CEO and what are the remaining earnout conditions?

The CEO exercised Earnout - Class A Shares and Earnout - Class B Shares derivative securities, receiving 247,794 and 584,052 underlying shares, respectively, both with an exercise price of $0. A footnote states these earnout shares were issued after Planet Labs’ stock achieved $15.00 and $17.00 price thresholds, and that remaining earnout shares will vest in two substantially equal installments if the Class A closing price reaches $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 transaction by that date.

What RSU holdings are disclosed for Planet Labs (PL) CEO in this Form 4?

The filing discloses that the CEO’s beneficial ownership of Class A Common Stock includes 2,069,641 restricted stock units (RSUs). According to the footnote, these RSUs vest in equal quarterly installments on the 15th of March, June, September and December, represent a contingent right to receive one share of Class A Common Stock per RSU, and have no expiration date.

How are Planet Labs (PL) Class B shares treated in the CEO’s holdings?

The Form 4 shows derivative activity in Class B Common Stock and related earnout securities. A footnote states that shares of Class B Common Stock may be converted into shares of Class A Common Stock on a one-to-one basis at the holder’s option at any time and have no expiration date. Following the reported transactions, the CEO held 11,162,845 derivative securities related to Class B Common Stock.