SCHEDULE: Planet Labs Insider Boosts Stake to 5.2% After Earnout

William Marshall, a key insider at Planet Labs PBC, increased his beneficial ownership to 5.2% of Class A Common Stock following the satisfaction of earnout thresholds.

Summary

• William Marshall, a reporting person, now beneficially owns 16,737,246 shares of Planet Labs PBC Class A Common Stock.
• This represents 5.2% of the outstanding Class A Common Stock as of January 13, 2026, based on 306,262,586 shares outstanding.
• The increase in ownership is primarily due to the satisfaction of the $15.00 and $17.00 earnout thresholds from the Issuer's business combination.
• On January 13, 2026, Marshall received 127,272 shares of Class A Common Stock and 584,052 shares of Class B Common Stock, after 120,522 Class A shares were withheld for tax obligations.
• Marshall's beneficial ownership includes directly held Class A shares, Class B shares convertible to Class A, exercisable stock options, and RSUs vesting within 60 days.
• In the past 60 days, 121,897 Class A shares were withheld for RSU tax obligations on December 15, 2025.
• Marshall also sold 200,000 Class A shares on the open market on December 26, 2025, at a weighted average price of $19.3592 per share, pursuant to a Rule 10b5-1 trading plan.

Sentiment

Score: 7

Explanation: The satisfaction of earnout thresholds is positive, indicating the stock has met performance targets. While an insider sale occurred, it was part of a pre-planned trading strategy, and the overall beneficial ownership remains substantial, suggesting continued confidence.

Positives

• Satisfaction of earnout thresholds ($15.00 and $17.00) indicates the stock price reached certain performance targets, reflecting positive market valuation.
• Increased beneficial ownership by a key insider (William Marshall) could signal continued confidence in the company's future prospects.

Negatives

• The reporting person sold 200,000 shares in the open market, which, despite being part of a Rule 10b5-1 plan, could be perceived as a reduction in direct exposure.
• Shares were withheld for tax obligations, reducing the net shares received by the reporting person from the earnout.

Future Outlook

The filing indicates potential future share issuances if the Class A Common Stock reaches the remaining earnout thresholds of $19.00 and $21.00, suggesting continued performance targets for the company.

Industry Context

This filing reflects an insider's ownership changes in a public benefit corporation operating in the satellite imaging and geospatial intelligence sector. The satisfaction of earnout thresholds suggests the company's stock has performed well enough to hit certain price targets, which could be indicative of positive market sentiment or operational achievements within its industry.

Stakeholder Impact

• Shareholders: The increase in insider ownership (even with a partial sale) could be viewed positively as a sign of confidence. The satisfaction of earnout thresholds indicates the stock has performed well, benefiting existing shareholders.

Next Steps

• Potential future issuance of earnout shares if the Class A Common Stock reaches the $19.00 and $21.00 thresholds.

Key Dates

Recommendation

The filing indicates that Planet Labs PBC's stock has met certain performance milestones, triggering earnout share issuances to a key insider. This suggests positive underlying performance. While the insider also sold a portion of shares, it was under a pre-planned trading arrangement, and their overall beneficial ownership remains significant. This mixed signal, combined with the lack of new operational or financial data, suggests a 'hold' recommendation, awaiting further fundamental updates.

Keywords

Planet Labs PBC, PL, William Marshall, Schedule 13D/A, Beneficial Ownership, Class A Common Stock, Earnout Shares, Insider Ownership, SEC Filing, Stock Options, RSUs, Rule 10b5-1