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    President & CFO Johnson Ashley F. was granted 24,187 shares and covered exercise/tax liability with 98,671 shares, decreasing direct ownership by 3% to 2,114,714 units (SEC Form 4)

    9/16/25 8:01:29 PM ET
    $PL
    Radio And Television Broadcasting And Communications Equipment
    Technology
    Get the next $PL alert in real time by email
    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    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
      
    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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Johnson Ashley F.

    (Last) (First) (Middle)
    C/O PLANET LABS PBC
    645 HARRISON STREET, FLOOR 4

    (Street)
    SAN FRANCISCO CA 94107

    (City) (State) (Zip)
    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
    3. Date of Earliest Transaction (Month/Day/Year)
    09/15/2025
    4. If Amendment, Date of 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
    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 09/15/2025 A 24,187(1) A (1) 2,213,385 D
    Class A Common Stock 09/15/2025 F 13,267(2) D $9.86 2,200,118 D
    Class A Common Stock 09/15/2025 F 85,404(3) D $9.86 2,114,714(4) D
    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 Securities Underlying Derivative Security (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: 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
    Explanation of Responses:
    1. Represents shares acquired upon the vesting of performance restricted stock units ("PSUs") that were received in lieu of the Reporting Person's cash bonus earned for the first half of fiscal year ending January 31, 2026 ("H1") under the Issuer's Amended & Restated Annual Cash Incentive Plan. The Reporting Person elected to convert such cash bonus into PSUs 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 PSUs.
    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 1,436,245 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.
    Remarks:
    /s/LeeAnn Linck, Attorney-in-fact for: Ashley F. Johnson 09/16/2025
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * 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).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    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 Number.
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