Marshall William Spencer 4
Accession 0001836833-26-000017
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 6:13 PM ET
Size
13.2 KB
Accession
0001836833-26-000017
Research Summary
AI-generated summary of this filing
Planet Labs CEO Marshall Spencer Exercises Options, Sells Shares
What Happened
Marshall William Spencer, Co‑Founder, CEO and Director of Planet Labs (PL), exercised/converted derivatives totaling 415,923 shares and had 63,039 shares sold to satisfy tax withholding. The withholding sale was at $26.38 per share for proceeds of $1,662,969. Several derivative-conversion entries in the filing reflect conversions/exercises with $0 exercise price.
Key Details
- Transaction date: 2026-01-21; Form filed 2026-01-23 (timely filing).
- Exercises/conversions (code M) reported for 123,897 and 292,026 share lots (total reported exercised/converted = 415,923 shares) at $0.00 exercise price.
- Tax withholding/sale (code F): 63,039 shares disposed at $26.38, proceeds $1,662,969.
- Shares owned after transaction: not specified in the provided filing summary.
- Relevant footnotes from the filing:
- F1: 2,069,641 RSUs vest quarterly (contingent right to one Class A share each; no expiration).
- F2: Issuance of earnout shares triggered by $19.00 threshold; additional earnout contingent on $21.00 condition or certain change-of-control.
- F3: Class B common shares convertible 1:1 into Class A common stock at holder’s option; no expiration.
- Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (tax withholding sale).
Context
This appears to be a routine cashless/withholding action following exercise/conversion of derivative awards — 63,039 shares were sold solely to cover tax obligations, not an open-market discretionary sale for investment reasons. Such withholding sales are common when executives realize taxable income from exercises or vested awards and do not necessarily signal a change in insider sentiment.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
2026-01-21+123,897→ 3,085,659 total - Tax Payment
Class A Common Stock
[F1]2026-01-21$26.38/sh−63,039$1,662,969→ 3,022,620 total - Exercise/Conversion
Earnout - Class A Shares
[F2]2026-01-21−123,897→ 123,900 total→ Class A Common Stock (123,897 underlying) - Exercise/Conversion
Earnout - Class B Shares
[F2]2026-01-21−292,026→ 292,027 total→ Class B Common Stock (292,026 underlying) - Exercise/Conversion
Class B Common Stock
[F3]2026-01-21+292,026→ 11,454,871 total→ Class A Common Stock (292,026 underlying)
Footnotes (3)
- [F1]Includes 2,069,641 RSUs that vest in equal quarterly installments on the 15th of March, June, September and December. The RSUs represent a contingent right to receive one share of issuer's Class A Common Stock each and have no expiration date.
- [F2]Represents the issuance of earnout shares as a result of the achievement of the $19.00 stock price threshold. The remaining earnout shares will vest in one final installment if the closing price of the Class A Common Stock equals or exceeds $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 $21.00.
- [F3]Shares of Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.
Signature
Documents
Issuer
Planet Labs PBC
CIK 0001836833
Related Parties
1- filerCIK 0001898468
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 6:13 PM ET
- Size
- 13.2 KB