Planet Labs PBC — Director's Dealing 2024

Mar 28, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Planet Labs PBC (PL)
CIK: 0001836833
Period of Report: 2024-03-27

Reporting Person: Marshall William Spencer (Director, Co-Founder and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-27	Class A Common Stock	A	64690	—	Acquired	2994809	Direct
2024-03-27	Class A Common Stock	F	23082	$2.55	Disposed	2971727	Direct

Footnotes

F1: 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 second half of fiscal year ending January 31, 2024 ("H2") 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 H2.

F2: Includes 2,566,244 restricted stock units ("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.

F3: 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.