=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-01-20
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Planet Labs PBC (PL)
CIK: 0001836833
--- Reporting Owner ---
Name: Johnson Ashley F.
CIK: 0001572854
Role: Officer (President & CFO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-01-20 | Code: G (Gift)
Shares: -5,000 | Price: $0.00
Shares Owned After: 2,079,211 | Ownership: D (Direct)
Footnotes:
[F1] The reported transaction represents a bona fide gift. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-01-21 | Code: M (Exercise of derivative)
Shares: +61,314 | Price: $0.00
Shares Owned After: 2,140,525 | Ownership: D (Direct)
[Transaction #3]
Security: Class A Common Stock
Date: 2026-01-21 | Code: F (Payment of exercise/tax)
Shares: -33,693 | Price: $26.38
Total Value: $888,821.34
Shares Owned After: 2,106,832 | Ownership: D (Direct)
[Transaction #4]
Security: Class A Common Stock
Date: 2026-01-21 | Code: S (Open market sale)
Shares: -54,900 | Price: $27.04
Total Value: $1,484,605.80
Shares Owned After: 2,051,932 | Ownership: D (Direct)
Footnotes:
[F2] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.95 to $27.20, inclusive. The reporting person undertakes to provide the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-01-21 | Code: S (Open market sale)
Shares: -95,831 | Price: $27.00
Total Value: $2,587,197.42
Shares Owned After: 1,956,101 | Ownership: D (Direct)
Footnotes:
[F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.82 to $27.19, inclusive. The reporting person undertakes to provide the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
[F4] Includes 1,280,545 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: 2026-01-20 | Code: M (Exercise of derivative)
Shares: -61,314 | Price: $0.00
Shares Owned After: 61,316 | Ownership: D (Direct)
Footnotes:
[F5] Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price threshold. 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.
[F6] 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.
[F5] Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price threshold. 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.
[F5] Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price threshold. 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: The reported transaction represents a bona fide gift. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.
F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.95 to $27.20, inclusive. The reporting person undertakes to provide the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.82 to $27.19, inclusive. The reporting person undertakes to provide the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F4: Includes 1,280,545 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.
F5: Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price threshold. 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.
F6: 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/ /s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson (2026-01-22)
