Planet Labs PBC filings document an Earth-observation company that provides satellite imagery, geospatial data, and related software solutions. The company’s 8-K reports include operating results, Regulation FD disclosures, material agreements, and other events tied to its commercial and government satellite-data business.
Recent filings also describe capital-structure matters involving Class A common stock, Class B common stock, earnout share issuances, and public warrants originally issued with IPO units. The record includes warrant redemption disclosures and a Form 25 covering removal of the redeemable warrants from NYSE listing and registration.
Planet Labs PBC’s Co-Founder and CEO William Spencer Marshall reported equity award activity tied to stock-price milestones and tax withholding. On February 3, 2026, an earnout was triggered when the stock reached the $21.00 threshold, issuing 123,900 earnout Class A shares and 292,027 earnout Class B shares. The Class B Common Stock is convertible into Class A on a one-to-one basis at the holder’s option with no expiration date. The filing also shows 63,041 shares of Class A Common Stock withheld at $23.95 per share in a transaction coded “F”, typically used for tax withholding on vested awards. After these transactions, Marshall directly holds 3,083,479 shares of Class A Common Stock, which include 2,069,641 restricted stock units that vest quarterly on March 15, June 15, September 15 and December 15, each RSU representing one Class A share with no expiration date.
Planet Labs PBC director Ita M. Brennan acquired 423 shares of Class A Common Stock by exercising earnout-linked derivative rights at $0 per share. This increased Brennan’s directly held Class A position to 300,658 shares.
The 300,658 shares include 6,957 restricted stock units that vest in equal quarterly installments each March, June, September and December, and 32,468 restricted stock units that fully vest on the earlier of the first anniversary of grant or the next annual stockholder meeting. The 423 earnout shares were issued after Planet Labs’ stock achieved the disclosed $21.00 price thresholds, and the related earnout derivative position was reduced to zero.
Planet Labs PBC director Carl Bass reported the issuance of 19,916 Class A shares from an earnout award after a $21.00 stock price threshold was achieved. These earnout shares were acquired at a price of $0.00 per share through the exercise of a derivative security.
Following this transaction on 02/03/2026, Bass directly beneficially owns 397,186 shares of Class A Common Stock. This amount includes 32,468 restricted stock units that will fully vest on the earlier of the first anniversary of the grant or the company’s next annual stockholder meeting.
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 director Gary B. Smith reported small trades in Class A common stock. On 10/09/2025 he purchased 20 shares at $15.66 each, and on 11/11/2025 he sold 20 shares at $12.685 each. After these transactions, he beneficially owned 32,468 shares directly. The report notes it was filed late because the shares were held in an account managed independently and solely by his broker, so he became aware of the transactions only recently.
Planet Labs PBC director Kristen Robinson reported changes in her holdings of Class A Common Stock. On January 21, 2026, she transferred 270,732 shares from her direct ownership to The Gary and Kristen Robinson Trust, a revocable trust where she and her spouse serve as trustees. This internal transfer was recorded at a price of $0 per share and left her with 37,107 directly held shares.
On the same date, the trust sold 47,835 shares of Class A Common Stock at $26.96 per share, leaving the trust with 222,897 indirectly held shares. The filing also notes that separate from these shares, Robinson has 4,639 restricted stock units that vest quarterly and 32,468 restricted stock units that fully vest on the earlier of the first anniversary of grant or the next annual stockholder meeting, each RSU representing a right to receive one share of Class A Common Stock.
Planet Labs PBC director Vijaya Gadde reported a sale of company stock. On January 22, 2026, Gadde sold 20,000 shares of Class A Common Stock of Planet Labs PBC at a weighted average price of $26.7675 per share, with individual trades occurring between $26.76 and $26.815.
After this transaction, Gadde beneficially owned 250,169 shares of Planet Labs PBC common stock in direct form. The filing notes that detailed trade-by-trade pricing within the reported range is available to regulators upon request.
Planet Labs PBC director Ita M. Brennan reported the issuance and vesting of earnout-related equity. On January 21, 2026, an earnout award for 423 Earnout - Class A Shares was exercised at $0 per share, resulting in the acquisition of 423 shares of Class A Common Stock. After this transaction, Brennan directly beneficially owned 300,235 shares of Class A Common Stock.
The earnout shares were issued because Planet Labs met a $19.00 stock price threshold. A remaining earnout tranche will vest if the Class A share price reaches $21.00 over 20 trading days within any 30 trading day period prior to December 7, 2026, or if a qualifying change of control occurs with at least $21.00 per share consideration. The filing also notes an earlier Form 4 contained an administrative column-labeling error for a derivative disposition, without changing the previously reported beneficial ownership totals.
Planet Labs PBC director Carl Bass reported the vesting of earnout shares tied to stock price performance. On January 21, 2026, an earnout covering 19,914 Class A shares was settled at an exercise price of $0, increasing his directly held Class A Common Stock to 377,270 shares, which includes 32,468 RSUs that vest on the earlier of the grant’s first anniversary or the next annual stockholder meeting.
The earnout shares were issued after Planet Labs’ stock met a $19.00 price threshold. A remaining earnout position of 19,916 derivative earnout shares continues outstanding and will vest in one final installment if the Class A Common Stock closes at or above $21.00 for 20 trading days within any 30-day period before December 7, 2026, or if a qualifying change of control occurs by that date with per-share consideration of at least $21.00. The filing also corrects an earlier administrative error in how a prior derivative disposition was column-classified, without changing the previously reported holdings.
Planet Labs PBC co-founder and Chief Strategy Officer Robert H. Schingler, who is also a director, reported multiple equity-related transactions in Class A and Class B stock on January 21, 2026.
He acquired 36,365 shares of Class A Common Stock at an exercise price of $0 through the settlement of earnout awards and then had 18,503 Class A shares disposed of at $26.38 in a transaction coded "F", reflecting shares withheld or sold to cover taxes, leaving him with 893,693 Class A shares held directly, which include 834,558 RSUs that vest quarterly.
Indirectly, transactions associated with Ulysses Trust 02021.1, dated February 26, 2021, included the issuance of 292,026 earnout Class B shares at $0 and the conversion of 292,026 shares of Class B Common Stock into Class A on a one-to-one basis, resulting in 11,454,871 Class A shares and 330,171 Class A shares reported as indirectly owned by the trust. The earnout shares were issued after a $19.00 stock price threshold was met, and remaining earnout shares may vest if a $21.00 price condition is achieved by December 7, 2026 or upon a qualifying change of control.