=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-03-12
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Planet Labs PBC (PL)
CIK: 0001836833
--- Reporting Owner ---
Name: Marshall William Spencer
CIK: 0001898468
Role: Director, Officer (Co-Founder and CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-03-12 | Code: A (Grant or award)
Shares: +393,212 | Price: $0.00
Shares Owned After: 3,476,691 | Ownership: D (Direct)
Footnotes:
[F1] Represents restricted stock units ("RSUs"), each of which represent a contingent right to receive one share of issuer's Class A Common Stock. The RSUs will vest in equal quarterly installments over 4 years, beginning on June 15, 2026. The RSUs have no expiration date.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-03-15 | Code: F (Payment of exercise/tax)
Shares: -122,167 | Price: $24.79
Total Value: $3,028,519.93
Shares Owned After: 3,354,524 | Ownership: D (Direct)
Footnotes:
[F2] No shares were sold by the reporting person. The transaction disclosed represents shares of the issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units ("RSUs").
[F3] Includes 2,222,807 RSUs that remain to 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.
--- Footnotes (Complete Index) ---
F1: Represents restricted stock units ("RSUs"), each of which represent a contingent right to receive one share of issuer's Class A Common Stock. The RSUs will vest in equal quarterly installments over 4 years, beginning on June 15, 2026. The RSUs have no expiration date.
F2: No shares were sold by the reporting person. The transaction disclosed represents shares of the issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units ("RSUs").
F3: Includes 2,222,807 RSUs that remain to 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.
--- Signature ---
/s/ /s/ LeeAnn Linck, Attorney-in-fact for: William Spencer Marshall (2026-03-16)
