=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-09-15
10b5-1 Pre-arranged Plan: Yes
--- 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: 2026-09-15 | Code: A (Grant or award)
Shares: +5,588 | Price: $0.00
Shares Owned After: 1,137,710 | Ownership: D (Direct)
Footnotes:
[F1] Represents shares acquired upon the vesting of performance restricted stock units ("PRSUs") that were received in lieu of the Reporting Person's cash bonus earned for the first half of fiscal year ending January 31, 2027 ("H1") under the Issuer's Amended & Restated Annual Cash Incentive Plan. The Reporting Person elected to convert such cash bonus into PRSUs representing 100% of the earned cash bonus amount for H1.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-09-15 | Code: F (Payment of exercise/tax)
Shares: -3,071 | Price: $16.02
Total Value: $49,197.42
Shares Owned After: 1,134,639 | Ownership: D (Direct)
Footnotes:
[F2] No shares were sold by the reporting person. This transaction represents shares of issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of performance restricted stock units ("PRSUs").
[Transaction #3]
Security: Class A Common Stock
Date: 2026-09-15 | Code: F (Payment of exercise/tax)
Shares: -84,873 | Price: $16.02
Total Value: $1,359,665.46
Shares Owned After: 1,049,766 | Ownership: D (Direct)
Footnotes:
[F3] No shares were sold by the reporting person. The transaction disclosed represents shares of the issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units ("RSUs").
[F4] Includes 977,670 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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-09-17 | Code: J (Other acquisition/disposition)
Shares: -72,096 | Price: $0.00
Shares Owned After: 977,670 | Ownership: D (Direct)
Footnotes:
[F5] This transaction involved a transfer of shares by the Reporting Person to Johnson Joint Revocable Trust, a revocable trust of which the Reporting Person and her spouse serve as trustees.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-09-17 | Code: J (Other acquisition/disposition)
Shares: +72,096 | Price: $0.00
Shares Owned After: 633,578 | Ownership: I (Indirect) | Nature: Johnson Joint Revocable Trust
Footnotes:
[F5] This transaction involved a transfer of shares by the Reporting Person to Johnson Joint Revocable Trust, a revocable trust of which the Reporting Person and her spouse serve as trustees.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-09-17 | Code: S (Open market sale)
Shares: -55,663 | Price: $16.96
Total Value: $944,311.66
Shares Owned After: 577,915 | Ownership: I (Indirect) | Nature: Johnson Joint Revocable Trust
Footnotes:
[F6] This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 23, 2026.
[F7] The sales were executed in multiple trades at prices ranging from $16.28 to $17.26. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
--- Footnotes (Complete Index) ---
F1: Represents shares acquired upon the vesting of performance restricted stock units ("PRSUs") that were received in lieu of the Reporting Person's cash bonus earned for the first half of fiscal year ending January 31, 2027 ("H1") under the Issuer's Amended & Restated Annual Cash Incentive Plan. The Reporting Person elected to convert such cash bonus into PRSUs representing 100% of the earned cash bonus amount for H1.
F2: No shares were sold by the reporting person. This transaction represents shares of issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of performance restricted stock units ("PRSUs").
F3: No shares were sold by the reporting person. The transaction disclosed represents shares of the issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units ("RSUs").
F4: Includes 977,670 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: This transaction involved a transfer of shares by the Reporting Person to Johnson Joint Revocable Trust, a revocable trust of which the Reporting Person and her spouse serve as trustees.
F6: This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 23, 2026.
F7: The sales were executed in multiple trades at prices ranging from $16.28 to $17.26. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
--- Signature ---
/s/ /s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson (2026-09-17)
