=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-03
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Planet Labs PBC (PL)
CIK: 0001836833
--- Reporting Owner ---
Name: Schingler Robert H
CIK: 0001897636
Role: Director, Officer (Co-Founder Chief Strategy Off.)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-02-03 | Code: M (Exercise of derivative)
Shares: +36,369 | Price: $0.00
Shares Owned After: 930,062 | Ownership: D (Direct)
[Transaction #2]
Security: Class A Common Stock
Date: 2026-02-03 | Code: F (Payment of exercise/tax)
Shares: -18,504 | Price: $23.95
Total Value: $443,170.80
Shares Owned After: 911,558 | Ownership: D (Direct)
Footnotes:
[F1] 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.
--- Derivative Transactions ---
[Transaction #1]
Security: Earnout - Class A Shares
Date: 2026-02-03 | Code: M (Exercise of derivative)
Shares: -36,369 | Price: $0.00
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F2] Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.
[F2] Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.
[F2] Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.
[Transaction #2]
Security: Earnout - Class B Shares
Date: 2026-02-03 | Code: M (Exercise of derivative)
Shares: -292,027 | Price: $0.00
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: Ulysses Trust 02021.1, Dated February 26, 2021
Footnotes:
[F2] Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.
[F2] Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.
[F2] Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.
[Transaction #3]
Security: Class B Common Stock
Date: 2026-02-03 | Code: M (Exercise of derivative)
Shares: +292,027 | Price: $0.00
Shares Owned After: 11,746,898 | Ownership: I (Indirect) | Nature: Ulysses Trust 02021.1, Dated February 26, 2021
Footnotes:
[F3] 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.
[F3] 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.
[F3] 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.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
--- Footnotes (Complete Index) ---
F1: 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.
F2: Represents the issuance of earnout shares as a result of the achievement of the $21.00 stock price threshold.
F3: 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.
--- Signature ---
/s/ /s/LeeAnn Linck, Attorney-in-fact for: Robert H Schingler (2026-02-05)
