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 Co-Founder and CEO William Spencer Marshall reported several equity transactions on January 21, 2026. He acquired 123,897 shares of Class A Common Stock at $0 per share through the exercise of earnout rights and then disposed of 63,039 shares of Class A Common Stock at $26.38 per share, leaving 3,022,620 Class A shares beneficially owned directly.
On the derivative side, he received 123,897 earnout Class A and 292,026 earnout Class B derivative securities at an exercise price of $0, and also exercised 292,026 shares of Class B Common Stock into Class A, with 11,454,871 derivative Class B shares remaining. A footnote explains that the earnout shares were issued after Planet Labs’ Class A stock reached a $19.00 price threshold, and any remaining earnout shares will vest only if the stock meets a $21.00 price condition or a qualifying change-of-control occurs before December 7, 2026.
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 President & CFO Ashley F. Johnson reported several updates to her holdings of the company’s Class A Common Stock. She made a bona fide gift of 5,000 shares, for which she received no value. She also received 61,314 earnout shares at no cost after the company’s stock achieved a disclosed $19.00 price threshold.
On the same Form 4, Johnson exercised derivative earnout rights into common stock and disposed of shares through tax withholding and open‑market sales. 33,693 shares were disposed of at $26.38 in a transaction marked for tax-related withholding, and she sold 54,900 shares at a weighted average price of $27.042 and 95,831 shares at a weighted average price of $26.9975.
After these transactions, Johnson beneficially owned 1,956,101 shares of Class A Common Stock, which the filing states includes 1,280,545 RSUs that vest in equal quarterly installments each March, June, September, and December. The filing also notes remaining earnout shares that will vest only if the stock closes at or above $21.00 for 20 out of 30 trading days, or a qualifying change of control occurs, in each case on or before December 7, 2026.
Planet Labs PBC filed a Form 144 notice covering a proposed sale of 20,000 shares of its common stock. The shares are expected to be sold through Morgan Stanley Smith Barney LLC on or about 01/22/2026 on the NYSE, with an aggregate market value of $535,352.00 at the time of the notice. The filing states that 292,507,135 shares of common stock were outstanding. The securities to be sold were acquired as restricted stock awards from the issuer on 11/09/2022 and 07/11/2023, in amounts of 11,714 and 8,286 shares, respectively, with payment described as not applicable.
A holder of PL common stock has filed a Rule 144 notice to sell 47,835 shares, with an aggregate market value of $1,289,631.60. The shares are to be sold on the NYSE through Morgan Stanley Smith Barney LLC Executive Financial Services. The notice states that 37,808 of these shares came from restricted stock vesting on 07/11/2023 and 10,027 shares vested on 12/15/2024, both issued by the company as compensation under a registered plan. The filing also notes that 292,507,135 PL shares were outstanding when the form was prepared.
PL filed a notice of proposed sale under Rule 144 covering 150,731 shares of common stock, with an aggregate market value of $4,071,803.22. These shares are to be sold through Morgan Stanley Smith Barney LLC on the NYSE, with an approximate sale date of 01/21/2026. The filing notes that 292,507,135 shares of the issuer’s common stock are outstanding.
The shares to be sold were acquired mainly through restricted stock vesting under a registered plan on multiple dates in 2023 and 2024, and through earnout contingent consideration on 01/13/2026. The form includes a representation that the seller does not know of any material adverse, nonpublic information regarding the issuer’s current or prospective operations.
Planet Labs PBC filed an amended Schedule 13D reporting updated ownership by William Marshall. He may be deemed to beneficially own 16,737,246 shares of Class A Common Stock equivalents, representing 5.2% of the Class A Common Stock based on 306,262,586 shares outstanding as of January 13, 2026.
The position includes 892,121 shares held directly, 11,162,845 shares underlying Class B Common Stock convertible on a one-to-one basis, 4,442,234 shares underlying stock options exercisable within 60 days, and 240,046 shares underlying RSUs vesting within 60 days. On January 13, 2026, Marshall received 127,272 Class A and 584,052 Class B earnout shares after tax withholding. Recent activity includes tax-related share withholding and the open-market sale of 200,000 Class A shares under a Rule 10b5-1 plan.
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 President & CFO Ashley F. Johnson reported Form 4 transactions dated 01/13/2026 involving Class A Common Stock and related earnout shares. An earnout award labeled “Earnout - Class A Shares” for 122,625 derivative securities was exercised at $0 per share, delivering 122,625 shares of Class A Common Stock. On the same date, 67,725 Class A shares were disposed of at $25.32 per share under transaction code “F”, leaving 2,084,211 Class A shares beneficially owned directly. The filing notes that this amount includes 1,280,545 RSUs that vest quarterly and represent a right to receive one share each. The earnout issuance reflects achievement of stock price thresholds of $15.00 and $17.00, with remaining earnout shares eligible to vest if future price targets of $19.00 and $21.00 are met or upon certain change of control terms before December 7, 2026.
Planet Labs PBC co-founder and Chief Strategy Officer Robert H. Schingler, a director of the company, reported multiple equity transactions dated January 13, 2026. An earnout triggered by the company’s stock price resulted in 72,728 Class A common shares being issued to him at an exercise price of $0, and a related entry shows he held 907,286 Class A shares directly immediately afterward.
To cover tax withholdings on this equity, 31,455 Class A shares were disposed of at $25.32 per share, leaving 875,831 Class A shares directly held, which includes 834,558 RSUs that vest quarterly. Separately, an affiliated entity, Ulysses Trust 02021.1, received earnout awards of 584,052 Class B and corresponding Class A shares at $0 exercise price and is shown as indirectly holding additional Class A and Class B interests.