Marshall William Spencer 4

What Happened
Marshall William Spencer, Co‑Founder, CEO and Director of Planet Labs PBC (PL), received 77,744 shares on 2026-03-19 as vested performance restricted stock units (PSUs) (reported as a grant/award). On the same date the issuer withheld 39,572 of those shares to satisfy withholding tax obligations at an effective per‑share amount of $26.96, representing $1,066,861 withheld. The grant itself is reported at $0.00 per share because it reflects the vesting of compensation (not a cash purchase).

Key Details

• Transaction dates: March 19, 2026; Form 4 filed March 23, 2026 (timely).
• Award: 77,744 shares acquired (code A) reported at $0.00.
• Tax withholding: 39,572 shares disposed (code F) at $26.96/share = $1,066,861 withheld; no open‑market sale.
• Shares owned after transaction: not specified in the provided excerpt.
• Footnotes:
  • F1: PSUs were received in lieu of the H2 cash bonus; Spencer elected to convert the bonus to PSUs at 125% of the earned cash amount.
  • F2: Withheld shares were retained by the issuer to cover withholding taxes (no public sale).
  • F3: Disclosure notes Spencer holds 2,222,807 RSUs that vest quarterly (these are separate ongoing RSU awards).

Context
This is a compensation vesting event (PSUs converting to shares) with the company withholding shares for tax purposes — a routine administrative outcome, not an open‑market sale or purchase. Such awards reflect compensation recognition rather than a market bet by the insider; withheld shares to meet tax obligations are common and do not necessarily indicate insider sentiment.