Planet Labs PBC 8-K Filings

Planet Labs PBC reported the results of its 2026 Annual Meeting of Stockholders held on July 9, 2026. A total of 278,499,924 shares of Class A and Class B common stock, representing 724,882,048 votes, were present or represented by proxy, out of 332,899,400 Class A shares and 23,493,796 Class B shares entitled to vote.

Stockholders re-elected Vijaya Gadde, General John W. Raymond, and Scott Reese as Class II directors for three-year terms. Support ranged from 594,186,674 votes for Ms. Gadde to 665,275,602 votes for Mr. Reese, with 58,588,060 broker non-votes on each nominee.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 720,904,469 votes for. In a non-binding advisory vote, stockholders approved the compensation of named executive officers for the same fiscal year, with 643,911,961 votes for and 13,362,097 against.

Planet Labs PBC established an at-the-market equity program to offer and sell up to $1,500,000,000 of Class A common stock under an effective shelf registration statement. Sales may be made through multiple banks acting as sales agents or principals, or via range forward sale agreements with affiliated forward purchasers.

The company can direct timing, size and minimum price of share sales and will pay commissions of up to 2% on both direct ATM issuances and associated forward hedging transactions. Range forward structures allow prepayments and final settlements based on volume-weighted average prices within preset floor and cap levels, giving Planet Labs flexible mechanisms to raise cash over time.

Planet Labs PBC reported record first-quarter fiscal 2027 revenue of $94.2 million, up 42% year-over-year. Growth was driven by 99% recurring annual contract value and strong government and commercial demand. Remaining performance obligations rose 81% year-over-year to $816.0 million, and backlog increased 72% to $906.1 million, supporting future revenue visibility.

The company posted a GAAP net loss of $138.9 million, largely from a $106.5 million non-cash loss on warrant revaluation tied to stock price appreciation. Non-GAAP net loss was $8.8 million and adjusted EBITDA loss was $1.0 million. Operating cash flow was $15.4 million and free cash flow was negative $2.5 million. Planet ended the quarter with $730.8 million in cash, cash equivalents and short-term investments.

For the second quarter, Planet guides revenue to $102–$107 million, non-GAAP gross margin of 52–55% and adjusted EBITDA between $0 and $5 million. Full-year fiscal 2027 revenue is expected at $425–$441 million with adjusted EBITDA between $0 and $10 million and capital expenditures of $80–$95 million.

Planet Labs PBC has completed the redemption of all its outstanding public warrants to buy Class A common stock. Of 9,162,223 public warrants outstanding on March 27, 2026, 9,090,913 were exercised for cash at an exercise price of $11.50 per share, generating aggregate cash proceeds of $104.5 million.

A remaining 71,310 public warrants were redeemed at $0.01 each for a total of $713, after which no public warrants remained outstanding. Following the redemption, Planet Labs had 332,899,400 shares of Class A common stock and 23,493,796 shares of Class B common stock outstanding, and its Class A shares continue trading on the NYSE under the symbol PL.

Planet Labs PBC is redeeming all of its outstanding public warrants to buy Class A common stock. The company will redeem each Public Warrant for $0.01 at 5:00 p.m. New York City time on April 27, 2026, unless exercised before that deadline.

Each Public Warrant allows holders to purchase one share of Class A common stock at an exercise price of $11.50 per share. The company is using its contractual right to redeem after its stock traded at or above $18.00 per share for 20 trading days within a 30‑day period ending March 24, 2026.

Any Public Warrants not exercised by the deadline will become void, be delisted and no longer exercisable, and holders will only be entitled to receive the $0.01 redemption price (subject to specific treatment for warrants held in street name).

Planet Labs PBC reported a transformational fiscal 2026 with strong growth and improving profitability metrics, despite large non-cash losses. Fourth quarter revenue rose 41% year over year to $86.8 million, and full-year revenue grew 26% to a record $307.7 million, with 98% of annual contract value recurring.

Backlog reached over $900 million, up 79% year over year, and remaining performance obligations grew 106% to $852.4 million, signaling multi-year revenue visibility. Full-year adjusted EBITDA turned positive at $15.5 million, and free cash flow was $52.9 million. Cash, cash equivalents and short-term investments ended at $640.1 million, up 188% year over year.

GAAP results remained loss-making, with a full-year net loss of $246.9 million, more than half driven by a $161.4 million non-cash revaluation loss on warrant liabilities tied to stock price appreciation. For fiscal 2027, Planet guides revenue to $415–$440 million, non-GAAP gross margin of 50–52%, adjusted EBITDA between breakeven and $10 million, and capital expenditures of $80–$95 million.

Planet Labs PBC disclosed that stock price milestones under its merger earnout have been fully met, triggering the final issuance of contingent shares. The company issued 5,171,222 Class A shares and 584,054 Class B shares after its Class A stock closed at or above $21.00 for 20 out of 30 trading days.

These issuances complete the up to 27 million share contingent consideration originally agreed in the 2021 merger, and no further contingent shares are due. After the issuance, Planet had 317,596,228 Class A shares and 23,493,796 Class B shares outstanding, with the new Class B shares carrying 20 votes per share and the same transfer and sunset provisions as existing Class B stock.

The same price performance also satisfied all vesting conditions for 862,500 sponsor earnout Class A shares and 2,966,667 sponsor earnout warrants, so all such sponsor securities are now vested rather than subject to potential cancellation at the five‑year mark.

Planet Labs PBC issued earnout equity after its stock met a price milestone from its SPAC merger. The company granted 5,133,294 shares of Class A common stock and 584,052 shares of Class B common stock when the Class A share price equaled or exceeded $19.00 for 20 out of 30 trading days, as contemplated by its merger earnout structure.

The new Class A shares carry the same rights as existing Class A stock. The new Class B shares carry the same rights as existing Class B stock, including 20 votes per share and transfer and sunset restrictions under the company’s charter and bylaws. After this issuance, Planet Labs had 312,231,396 Class A shares and 22,909,742 Class B shares outstanding.

The filing also notes partial vesting of sponsor incentives. Under a lockup agreement, earnout conditions have been satisfied for 75% of the 862,500 sponsor Class A earnout shares and 75% of the 2,966,667 sponsor earnout warrants, tied to prior stock price hurdles at $15.00, $17.00, and $19.00. The Class B issuance was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.

Planet Labs PBC issued 10,286,172 Class A shares and 1,168,104 Class B shares as earnout equity after its stock met preset price targets of $15.00 and $17.00 for 20 of 30 trading days. These Class A and Class B “Earnout Shares” were granted to former qualifying securityholders of Legacy Planet under the merger agreement. The new Class A shares have the same rights as existing Class A stock, while the new Class B shares carry 20 votes per share and remain subject to transfer restrictions and sunset provisions. After this issuance, 306,262,586 Class A shares and 22,325,690 Class B shares were outstanding. Separately, 50% of the sponsor’s 862,500 earnout Class A shares and 50% of its 2,966,667 earnout warrants also vested upon meeting the same stock price hurdles.

Planet Labs PBC furnished an update about a new agreement it entered into on January 12, 2026. In a related press release, the company stated that this agreement does not change its previously issued financial guidance for the quarter ending January 31, 2026 and for the fiscal year ending January 31, 2026, which was provided in an earlier earnings release. The press release describing the agreement is included as Exhibit 99.1 to this report.

Planet Labs PBC announced its financial results for the third fiscal quarter ended October 31, 2025. The company also scheduled a conference call and webcast to discuss these results at 5:00 p.m. Eastern time on December 10, 2025. A press release containing the detailed quarterly results is attached as Exhibit 99.1 and incorporated by reference, while the information is furnished rather than filed under securities law, limiting certain legal liabilities.

Planet Labs PBC issued $460 million of 0.50% Convertible Senior Notes due 2030. The Notes bear interest semiannually and mature October 15, 2030, and are convertible into Class A common stock at an initial rate of 83.6715 shares per $1,000 principal (approximately $11.95 per share). Conversion is restricted until specified trigger conditions are met, becoming freely convertible shortly before maturity. The Company may redeem the Notes beginning October 20, 2028 if certain liquidity and stock-price conditions are satisfied.

The Company entered into capped call transactions with several banks with an initial cap price of $18.04 per share to reduce potential dilution and offset certain cash payments; approximately $39.6 million of the net proceeds paid the cost of those transactions. The remaining net proceeds are intended for general corporate purposes. The issuance was upsized from an initial $400 million after initial purchasers exercised an option to purchase additional notes.

Planet Labs PBC reports that its stockholders acted by written consent on September 5, 2025 to elect Scott Reese to a newly created Class II seat on the board of directors. He will serve until the 2026 annual meeting and then until a successor is elected and qualified, or earlier departure. Under securities rules, his election becomes effective on the 40th day after the Notice of Internet Availability of Information Statement is first sent to stockholders.

The written consent covered 21,157,586 shares of Class B common stock, representing approximately 60% of the voting power entitled to vote in director elections. After the effective date, Reese will also serve on the board’s audit committee. The company highlights his long executive experience in software, product development and manufacturing solutions, including leadership roles at GE Vernova and Autodesk.

Reese will receive the standard non-management director compensation under Planet Labs’ Outside Director Compensation Policy and will enter into the same form of indemnification agreement used for other non-management directors. The company also issued a press release about his election on September 10, 2025, furnished as Exhibit 99.1.

Planet Labs PBC filed a current report to note that it released financial results for its second fiscal quarter ended July 31, 2025. The company also announced it would host a conference call and webcast at 8:30 a.m. Eastern time on September 8, 2025 to discuss these results in more detail.

The filing attaches the related press release as Exhibit 99.1 and clarifies that the earnings information is being furnished, not filed, under securities law, which limits certain legal liabilities and incorporation by reference into other filings.

Planet Labs PBC (NYSE: PL) filed an 8-K detailing the results of its 10 July 2025 Annual Meeting of Stockholders. All management-backed proposals passed with comfortable margins:

• Board continuity: Co-founders William Marshall and Robert Schingler, Jr., plus new nominee Gary B. Smith, were elected as Class I directors for three-year terms.
• Auditor confirmed: 99% of votes cast (574.4 million) ratified KPMG LLP for the FY ending 31 Jan 2026.
• Say-on-pay approved: 96% of votes (512.4 million) supported FY 2026 executive compensation.

The meeting was well-attended: 176.3 million Class A & B shares representing 578.3 million voting power (≈83% of total votes outstanding) were present in person or by proxy. No other material corporate actions or financial disclosures were included.