Planet Labs PBC

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-01-13 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: 2026-01-13 | Code: M (Exercise of derivative) Shares: +247,794 | Price: $0.00 Shares Owned After: 3,082,284 | Ownership: D (Direct) [Transaction #2] Security: Class A Common Stock Date: 2026-01-13 | Code: F (Payment of exercise/tax) Shares: -120,522 | Price: $25.32 Total Value: $3,051,617.04 Shares Owned After: 2,961,762 | Ownership: D (Direct) Footnotes: [F1] Includes 2,069,641 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: 2026-01-13 | Code: M (Exercise of derivative) Shares: -247,794 | Price: $0.00 Shares Owned After: 247,797 | Ownership: D (Direct) Footnotes: [F2] 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. [F2] 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. [F2] 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. [Transaction #2] Security: Earnout - Class B Shares Date: 2026-01-13 | Code: M (Exercise of derivative) Shares: -584,052 | Price: $0.00 Shares Owned After: 584,053 | Ownership: D (Direct) Footnotes: [F2] 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. [F2] 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. [F2] 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. [Transaction #3] Security: Class B Common Stock Date: 2026-01-13 | Code: M (Exercise of derivative) Shares: +584,052 | Price: $0.00 Shares Owned After: 11,162,845 | Ownership: D (Direct) 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. --- Footnotes (Complete Index) --- F1: Includes 2,069,641 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 $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. 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: William Spencer Marshall (2026-01-15)