Form 4: Planet Labs CSO Schingler Reports Earnout Share Vesting

Planet Labs Co-Founder and Chief Strategy Officer Robert H. Schingler reported the acquisition of earnout shares and subsequent tax-related dispositions of Class A Common Stock.

Summary

• Robert H. Schingler, Co-Founder, Director, and Chief Strategy Officer of Planet Labs PBC, reported transactions involving the company's equity securities.
• Schingler acquired 72,728 shares of Class A Common Stock through an earnout mechanism on January 13, 2026.
• Concurrently, 31,455 shares of Class A Common Stock were disposed of at a price of $25.32 per share to cover tax obligations related to the vesting.
• Schingler also acquired 72,728 Class A earnout shares and 584,052 Class B earnout shares on January 13, 2026.
• Additionally, 584,052 shares of Class B Common Stock were converted into Class A Common Stock on the same date.
• Following these transactions, Schingler directly holds 875,831 shares of Class A Common Stock.
• Indirectly, Schingler holds 330,171 shares of Class A Common Stock and 11,162,845 shares of Class A Common Stock (resulting from Class B conversion) through the Ulysses Trust 02021.1, dated February 26, 2021.
• The earnout shares were issued due to the achievement of the $15.00 and $17.00 stock price thresholds for Class A Common Stock.
• Schingler's holdings include 834,558 Restricted Stock Units (RSUs) that vest in equal quarterly installments on the 15th of March, June, September, and December.

Sentiment

Score: 7

Explanation: The report indicates positive past performance leading to earnout share vesting, which is generally a good sign for the company's stock performance, despite the routine tax-related disposition.

Positives

• The vesting of earnout shares indicates that Planet Labs' Class A Common Stock successfully met the pre-defined $15.00 and $17.00 stock price thresholds, reflecting positive past stock performance.

Negatives

• A disposition of 31,455 Class A Common Stock shares occurred at $25.32 per share to cover tax liabilities, reducing direct beneficial ownership.

Risks

• The vesting of remaining earnout shares is contingent on the Class A Common Stock closing price equaling or exceeding $19.00 and $21.00 over any 20 trading days within a 30-day trading period prior to December 7, 2026.
• Remaining earnout shares are also contingent on the Issuer consummating a change of control transaction prior to December 7, 2026, that entitles stockholders to receive a per share consideration of at least $19.00 and $21.00.

Future Outlook

Remaining earnout shares are contingent on future Class A Common Stock performance, specifically reaching $19.00 and $21.00 thresholds over a defined trading period, or a change of control transaction, both prior to December 7, 2026.

Management Comments

• Earnout shares were issued as a result of achieving the $15.00 and $17.00 stock price thresholds.
• Remaining earnout shares will vest if the closing price of the Class A Common Stock equals or exceeds $19.00 and $21.00 over any 20 trading days within any 30-day trading period prior to December 7, 2026, or if the Issuer consummates a change of control transaction prior to December 7, 2026, that entitles its stockholders to receive a per share consideration of at least $19.00 and $21.00.

Industry Context

This filing is an insider trading report detailing changes in beneficial ownership for a key executive, and as such, it does not directly relate to broader industry trends or competitive analysis.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: The vesting of earnout shares indicates the company's stock has met certain performance targets, which could be viewed positively. Tax-related sales are common and generally not a major concern.

Next Steps

• Remaining earnout shares may vest if Class A Common Stock reaches $19.00 and $21.00 thresholds by December 7, 2026.
• Remaining earnout shares may vest if a change of control transaction occurs prior to December 7, 2026, meeting specific per-share consideration thresholds.
• RSUs will continue to vest in equal quarterly installments on the 15th of March, June, September, and December.

Key Dates

Recommendation

This Form 4 primarily details routine insider transactions related to earnout vesting and tax obligations. While the earnout vesting indicates the company met prior stock price thresholds, which is positive, the filing itself does not provide new fundamental information to warrant a change in investment recommendation. It's a disclosure of pre-planned or pre-conditioned events.

Keywords

Planet Labs, PL, SEC Form 4, insider trading, beneficial ownership, stock transactions, earnout shares, Class A Common Stock, Class B Common Stock, Robert H. Schingler