Marshall William Spencer 4

What Happened Marshall William Spencer (Co-Founder, CEO and Director) had 134,641 shares of Planet Labs Class A common stock withheld by the issuer on 2026-06-15 to satisfy the withholding tax liability arising from the vesting of restricted stock units (RSUs). The withheld shares were accounted at $30.58 per share, equal to $4,117,322. This was a tax-withholding transaction (F) and not an open-market sale by the reporting person.

Key Details

• Transaction date and price: 2026-06-15; 134,641 shares at $30.58 each (total ~$4,117,322).
• Transaction code: F — shares withheld by issuer to cover tax withholding on RSU vesting. Footnote F1 clarifies no shares were sold by the reporting person.
• Remaining RSUs: Footnote F2 states 1,958.188 RSUs remain outstanding and will vest in equal quarterly installments on March 15, June 15, September 15 and December 15; each RSU converts to one share and they have no expiration.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Filing timeliness: Report filed 2026-06-17 for a 2026-06-15 transaction (reported timely).

Context This was a routine cashless/tax-withholding settlement of vested RSUs, common when equity awards vest; it does not represent an intentional sale or purchase signal by the insider. Tax-withholdings reduce outstanding share counts held by the insider but are administrative rather than market-directed trades. Purchases or open-market sales typically carry more interpretive weight for investor sentiment.