Planet Labs PBC

09/17/2026 | Press release | Distributed by Public on 09/17/2026 16:24

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Johnson Ashley F.
2. Issuer Name and Ticker or Trading Symbol
Planet Labs PBC [PL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CFO
(Last) (First) (Middle)
C/O PLANET LABS PBC, 645 HARRISON STREET, FLOOR 4
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
(Street)
SAN FRANCISCO, CA 94107
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/15/2026 A 5,588(1) A $ 0 1,137,710 D
Class A Common Stock 09/15/2026 F 3,071(2) D $16.02 1,134,639 D
Class A Common Stock 09/15/2026 F 84,873(3) D $16.02 1,049,766(4) D
Class A Common Stock 09/17/2026 J(5) 72,096 D $ 0 977,670 D
Class A Common Stock 09/17/2026 J(5) 72,096 A $ 0 633,578 I Johnson Joint Revocable Trust
Class A Common Stock 09/17/2026 S 55,663(6) D $16.9648(7) 577,915 I Johnson Joint Revocable Trust
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnson Ashley F.
C/O PLANET LABS PBC
645 HARRISON STREET, FLOOR 4
SAN FRANCISCO, CA 94107
President & CFO

Signatures

/s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson 09/17/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) 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").
(3) 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").
(4) 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.
(5) 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.
(6) This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 23, 2026.
(7) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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