Johnson Ashley F. 4

What Happened
Ashley F. Johnson, President and Chief Financial Officer of Planet Labs PBC (PL), reported conversions/exercises of derivative awards and share withholding to cover tax liabilities. The filing shows an exercise/conversion of 61,317 derivative shares at $0.00 (acquired), a corresponding derivative disposition of 61,317 shares at $0.00, and 33,694 shares disposed to satisfy tax withholding at $23.95 each for a total of $806,971.

Key Details

• Transaction date: 2026-02-03; Form 4 filed: 2026-02-05 (timely within the typical 2-business-day window).
• Exercises/conversions: 61,317 shares reported as acquired at $0.00 (transaction code M).
• Tax withholding/payment: 33,694 shares surrendered/withheld at $23.95 (transaction code F) totaling $806,971.
• Additional derivative disposition: 61,317 shares reported as disposed at $0.00 (transaction code M, listed as derivative).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnotes of note: F1 — Johnson has 1,280,545 RSUs that vest in equal quarterly installments (each RSU equals one share, no expiration). F2 — the filing reflects issuance of earnout shares after PL’s stock exceeded a $21.00 threshold.

Context

• The sequence (exercise/conversion at $0.00 and share withholding) is consistent with converting awards (e.g., RSUs or like instruments) into stock and surrendering a portion to cover taxes, rather than an open-market sale for investment purposes.
• Transaction codes: M = option/exercise/conversion of a derivative; F = payment of exercise price or tax liability (share withholding).
• These actions are routine compensation-related events and do not by themselves indicate the insider’s market view.