Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Planet Labs PBC (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
72703X106 (CUSIP Number) |
Thomas Murphy c/o Planet Labs PBC, 645 Harrison St., Floor 4 San Francisco, CA, 94107 (415) 829-3313 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/13/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 72703X106 |
| 1 |
Name of reporting person
William Marshall | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
16,737,246.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Planet Labs PBC | |
| (c) | Address of Issuer's Principal Executive Offices:
645 Harrison Street, Floor 4, San Francisco,
CALIFORNIA
, 94107. | |
Item 1 Comment:
Explanatory Note This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on December 20, 2021 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Planet Labs PBC, a Delaware public benefit corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
In connection with the Issuer's Business Combination with Former Planet, the Reporting Person was entitled to receive additional equity consideration in the form of shares of Class A Common Stock and shares of Class B Common Stock (collectively, the "Earnout Shares"), upon the satisfaction of certain price targets. Specifically, the Earnout Shares would be earned in four equal tranches when (a) the closing price of the Class A Common Stock equaled or exceeded $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to the fifth anniversary of December 7, 2021 (the "Earnout Thresholds") or (b) the Issuer consummated a change of control transaction that entitled stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. On January 13, 2026, in connection with the satisfaction of the $15.00 and $17.00 Earnout Thresholds, the Issuer issued 127,272 shares of Class A Common Stock and 584,052 shares of Class B Common Stock to the Reporting Person, after withholding an aggregate of 120,522 shares of Class A Common Stock to cover withholding tax obligations. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person may be deemed to beneficially own 16,737,246 shares of Class A Common Stock, which consists of (i) 892,121 shares of Class A Common Stock held of record by the Reporting Person, (ii) 11,162,845 shares of Class A Common Stock underlying Class B Common Stock currently issuable on a one-to-one basis, (iii) 4,442,234 shares of Class A Common Stock underlying stock options that are exercisable or will become exercisable within 60 days of the date hereof, and (iv) 240,046 shares of Class A Common Stock underlying RSUs that will vest within 60 days of the date hereof. Based upon 306,262,586 shares of Class A Common Stock outstanding as of January 13, 2026, as provided by the Issuer, the Reporting Person may be deemed to beneficially own 5.2% of the outstanding Class A Common Stock. The ownership information assumes (i) the redemption of the Class B Common Stock indirectly held by the Reporting Person for shares of the Class A Common Stock on a one-to-one basis, (ii) the exercise of stock options held of record by the Reporting Person that are currently exercisable or will become exercisable within 60 days of the date hereof and (iii) the vesting of RSUs held by the Reporting Person, if any, within 60 days of the date hereof. | |
| (b) | Sole power to vote or direct the vote: 16,737,246 Shared power to vote: 0 Sole power to dispose or direct the disposition of: 16,737,246 Shared power to dispose or direct the disposition of: 0 | |
| (c) | Other than as described in Item 3, during the past 60 days, two transactions were effected in the Reporting Person's Class A Common Stock: - On December 15, 2025, the Issuer withheld 121,897 shares of Class A Common Stock to cover withholding tax associated with the vesting and settlement of the Reporting Person's RSUs. - On December 26, 2025, the Reporting Person sold 200,000 shares of Class A Common Stock in the open market pursuant to a Rule 10b5-1 trading plan. The sales were executed in multiple trades at prices ranging from $19.05 to $20.30, with a weighted average price of $19.3592 per share. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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