William Spencer Marshall - 21 Jan 2026 Form 4 Insider Report for Planet Labs PBC (PL)

Role: Co-Founder and CEO, Director
Signature: /s/ LeeAnn Linck, Attorney-in-fact for: William Spencer Marshall
Issuer symbol: PL
Transactions as of: 21 Jan 2026
Net transactions value: -$1,662,969
Form type: 4
Filing time: 23 Jan 2026, 18:13:36 UTC
Previous filing: 15 Jan 2026
Next filing: 05 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Marshall William Spencer	Co-Founder and CEO, Director	C/O PLANET LABS PBC, 645 HARRISON STREET, FLOOR 4, SAN FRANCISCO	/s/ LeeAnn Linck, Attorney-in-fact for: William Spencer Marshall	23 Jan 2026	0001898468

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PL	Class A Common Stock	Options Exercise	$0	+123,897	+4.2%	$0.000000	3,085,659	21 Jan 2026	Direct
transaction	PL	Class A Common Stock	Tax liability	$1,662,969	-63,039	-2%	$26.38	3,022,620	21 Jan 2026	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PL	Earnout - Class A Shares	Options Exercise	$0	-123,897	-50%	$0.000000	123,900	21 Jan 2026	Class A Common Stock	123,897		Direct	F2
transaction	PL	Earnout - Class B Shares	Options Exercise	$0	-292,026	-50%	$0.000000	292,027	21 Jan 2026	Class B Common Stock	292,026		Direct	F2
transaction	PL	Class B Common Stock	Options Exercise	$0	+292,026	+2.6%	$0.000000	11,454,871	21 Jan 2026	Class A Common Stock	292,026		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 $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.
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.