Planet Labs PBC — Director's Dealing 2023

Sep 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Planet Labs PBC (PL)
CIK: 0001836833
Period of Report: 2023-09-06

Reporting Person: Johnson Ashley F. (CFO & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-06	Class A Common Stock	F	2058	$3.16	Disposed	896999	Direct
2023-09-07	Class A Common Stock	A	28349	—	Acquired	925348	Direct
2023-09-07	Class A Common Stock	F	14935	$3.08	Disposed	910413	Direct

Footnotes

F1: 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 restricted stock units ("RSUs").

F2: Includes: (i) 759,434 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December; and (ii) 19,942 RSUs which vest in equal monthly installments on the 6th of every month. The RSUs represent a contingent right to receive one share of issuer's Class A Common Stock each and have no expiration date.

F3: Represents shares of issuer's Class A Common Stock 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, 2024 ("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.

F4: 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.