Form 4: Planet Labs CEO's Tax Withholding on RSU Vesting

Planet Labs PBC Co-Founder and CEO William Spencer Marshall reported a disposition of 121,897 Class A Common Stock shares for tax withholding related to RSU vesting.

Summary

• William Spencer Marshall, Co-Founder and CEO of Planet Labs PBC, reported a transaction on December 15, 2025.
• The transaction involved the disposition of 121,897 shares of Class A Common Stock.
• These shares were withheld by Planet Labs PBC to cover tax liabilities incurred upon the vesting of Restricted Stock Units (RSUs).
• No shares were sold by Mr. Marshall in this transaction.
• The deemed price for the withheld shares was $18.05 per share.
• Following this transaction, Mr. Marshall directly beneficially owns 3,034,490 shares of Class A Common Stock.
• This total includes 2,069,641 RSUs that vest in equal quarterly installments on the 15th of March, June, September, and December.

Sentiment

Score: 6

Explanation: The transaction is a neutral, routine event related to executive compensation and tax obligations. It reflects RSU vesting, which is generally positive for the executive, but the disposition is not a sale by the insider.

Positives

• The transaction is a routine tax withholding event, not a sale of shares by the CEO.
• The vesting of Restricted Stock Units (RSUs) indicates the achievement of performance or tenure milestones by the CEO.

Future Outlook

A significant portion of Mr. Marshall's beneficial ownership, specifically 2,069,641 Restricted Stock Units, is scheduled to vest in equal quarterly installments on the 15th of March, June, September, and December.

Industry Context

This is a routine insider transaction related to executive compensation, common across all industries for publicly traded companies. It does not provide specific industry context for Planet Labs PBC beyond the fact that its CEO receives RSU compensation.

Comparison to Industry Standards

• This is a standard practice for executive compensation and tax management upon RSU vesting in publicly traded companies.
• Many executives at companies like SpaceX, Maxar Technologies, and BlackSky also receive equity compensation in the form of RSUs, and similar tax withholding transactions are common upon vesting.

Related Party Transactions

• The withholding of shares by the issuer to cover the CEO's tax liability upon RSU vesting is a transaction between a related party (CEO) and the company, consistent with standard executive compensation practices.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine tax withholding, not a market sale. It confirms executive compensation structure.
• Employees: No direct impact mentioned.

Next Steps

• Remaining 2,069,641 RSUs will continue to vest in equal quarterly installments on the 15th of March, June, September, and December.

Key Dates

Keywords

Planet Labs, PL, William Spencer Marshall, Form 4, Insider Transaction, RSU Vesting, Tax Withholding, Class A Common Stock, CEO, Director, Beneficial Ownership