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: Johnson Ashley F. CIK: 0001572854 Role: Officer (President & CFO) --- Non-Derivative Transactions --- [Transaction #1] Security: Class A Common Stock Date: 2026-01-13 | Code: M (Exercise of derivative) Shares: +122,625 | Price: $0.00 Shares Owned After: 2,151,936 | Ownership: D (Direct) [Transaction #2] Security: Class A Common Stock Date: 2026-01-13 | Code: F (Payment of exercise/tax) Shares: -67,725 | Price: $25.32 Total Value: $1,714,797.00 Shares Owned After: 2,084,211 | Ownership: D (Direct) Footnotes: [F1] 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: 2026-01-13 | Code: M (Exercise of derivative) Shares: +122,625 | Price: $0.00 Shares Owned After: 122,630 | 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. --- Footnotes (Complete Index) --- F1: 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. 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. --- Signature --- /s/ /s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson (2026-01-15)