Planet Labs PBC

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-01-21 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: Planet Labs PBC (PL) CIK: 0001836833 --- Reporting Owner --- Name: Brennan Ita M CIK: 0001494211 Role: Director --- Non-Derivative Transactions --- [Transaction #1] Security: Class A Common Stock Date: 2026-01-21 | Code: M (Exercise of derivative) Shares: +423 | Price: $0.00 Shares Owned After: 300,235 | Ownership: D (Direct) Footnotes: [F1] Includes (a) 6,957 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December; and (b) 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. --- Derivative Transactions --- [Transaction #1] Security: Earnout - Class A Shares Date: 2026-01-21 | Code: M (Exercise of derivative) Shares: -423 | Price: $0.00 Shares Owned After: 423 | Ownership: D (Direct) Footnotes: [F2] Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price thresholds. The remaining earnout shares will vest in one final installment if the closing price of the Class A Common Stock equals or exceeds $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 $21.00. [F3] Due to an administrative error, the Form 4 previously filed on January 15, 2026 (the "Previous Form 4"), inadvertently reported the Table II, Column 5 Number of Derivative Securities Disposed in the incorrect Acquired (A) column instead of the correct Disposed (D) column. The previous Form 4 correctly reported the Number of Derivative Securities Beneficially Owned Following Reported Transaction and the other information therein despite this error. [F2] Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price thresholds. The remaining earnout shares will vest in one final installment if the closing price of the Class A Common Stock equals or exceeds $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 $21.00. [F2] Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price thresholds. The remaining earnout shares will vest in one final installment if the closing price of the Class A Common Stock equals or exceeds $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 $21.00. --- Footnotes (Complete Index) --- F1: Includes (a) 6,957 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December; and (b) 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. F2: Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price thresholds. The remaining earnout shares will vest in one final installment if the closing price of the Class A Common Stock equals or exceeds $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 $21.00. F3: Due to an administrative error, the Form 4 previously filed on January 15, 2026 (the "Previous Form 4"), inadvertently reported the Table II, Column 5 Number of Derivative Securities Disposed in the incorrect Acquired (A) column instead of the correct Disposed (D) column. The previous Form 4 correctly reported the Number of Derivative Securities Beneficially Owned Following Reported Transaction and the other information therein despite this error. --- Signature --- /s/ By: /s/ LeeAnn Linck, Attorney-in-fact for: Ita M Brennan (2026-01-23)