Planet Labs (NYSE: PL) co-founder logs earnout vesting, tax shares

Rhea-AI Filing Summary

Planet Labs PBC co-founder and Chief Strategy Officer Robert H. Schingler, a director of the company, reported multiple equity transactions dated January 13, 2026. An earnout triggered by the company’s stock price resulted in 72,728 Class A common shares being issued to him at an exercise price of $0, and a related entry shows he held 907,286 Class A shares directly immediately afterward.

To cover tax withholdings on this equity, 31,455 Class A shares were disposed of at $25.32 per share, leaving 875,831 Class A shares directly held, which includes 834,558 RSUs that vest quarterly. Separately, an affiliated entity, Ulysses Trust 02021.1, received earnout awards of 584,052 Class B and corresponding Class A shares at $0 exercise price and is shown as indirectly holding additional Class A and Class B interests.

Insights

Insider transactions analyst

Activity reflects earnout vesting and tax withholding, not open-market selling.

The transactions show Robert H. Schingler receiving Class A and Class B earnout shares after Planet Labs met specified stock price thresholds of $15.00 and $17.00. These earnouts are contingent equity awards tied to share-price performance, and the exercise price is listed as $0, indicating they function as no-cost equity vesting rather than cash-funded option exercises.

A disposition of 31,455 Class A shares at $25.32 per share is coded as "F", indicating shares withheld to satisfy taxes on vested equity, not a discretionary sale into the market. The filing also notes that 834,558 RSUs continue to vest quarterly, and that Ulysses Trust 02021.1 holds significant indirect Class A and Class B interests. Overall, this is routine equity compensation and trust-related restructuring, with no clear signal of a change in insider sentiment.

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^*

Schingler Robert H

(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 Chief Strategy Off.

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		72,728	A	$0	907,286	D
Class A Common Stock	01/13/2026		F		31,455	D	$25.32	875,831(1)	D
Class A Common Stock								330,171	I	Ulysses Trust 02021.1, Dated February 26, 2021

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			72,728	(2)	(2)	Class A Common Stock	72,728	$0	72,732	D
Earnout - Class B Shares	(2)	01/13/2026		M			584,052	(2)	(2)	Class B Common Stock	584,052	$0	584,053	I	Ulysses Trust 02021.1, Dated February 26, 2021
Class B Common Stock	(3)	01/13/2026		M		584,052		(3)	(3)	Class A Common Stock	584,052	$0	11,162,845	I	Ulysses Trust 02021.1, Dated February 26, 2021

Explanation of Responses:

1. Includes 834,558 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: Robert H Schingler	01/15/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Planet Labs (PL) report for Robert H. Schingler?

The report shows earnout vesting and related share issuances on January 13, 2026, plus shares withheld to cover taxes on those equity awards.

How many Planet Labs Class A shares did Robert H. Schingler receive from the earnout?

He received 72,728 shares of Class A common stock from an earnout award at an exercise price of $0, increasing his direct Class A holdings before tax withholding.

Were any Planet Labs (PL) shares sold into the open market in this Form 4?

The filing shows 31,455 Class A shares disposed of at $25.32 per share under code "F", indicating shares withheld for taxes on vested equity, rather than an open-market sale.

What indirect holdings are reported through Ulysses Trust 02021.1 for Planet Labs stock?

The filing shows Ulysses Trust 02021.1 indirectly holding 330,171 Class A shares and significant Class B and related Class A derivative positions associated with Planet Labs.

What are the terms of the Planet Labs earnout shares mentioned in the filing?

Footnotes state the earnout shares vested after $15.00 and $17.00 stock price thresholds were achieved. Remaining earnouts can vest if the Class A share price equals or exceeds $19.00 and $21.00 for 20 days within a 30-day period, or in certain qualifying change-of-control transactions by December 7, 2026.

How many Planet Labs Class A shares does Robert H. Schingler hold after these transactions?

After the reported transactions, he directly holds 875,831 Class A shares, which include 834,558 RSUs that vest quarterly, and additional Planet Labs interests are held indirectly via Ulysses Trust 02021.1.