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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001193125-21-361394 0001898468 XXXXXXXX LIVE 1 Class A Common Stock, par value $0.0001 per share 01/13/2026 0001836833 72703X106 Planet Labs PBC 645 Harrison Street, Floor 4 San Francisco CA 94107 Thomas Murphy (415) 829-3313 c/o Planet Labs PBC 645 Harrison St., Floor 4 San Francisco CA 94107 0001898468 N William Marshall OO X0 16737246 0 16737246 0 16737246 5.2 IN Class A Common Stock, par value $0.0001 per share Planet Labs PBC 645 Harrison Street, Floor 4 San Francisco CA 94107 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. 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. 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. 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 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. None. Not applicable. William Marshall /s/ William Marshall William Marshall 01/15/2026