{"url_path":"/sec/pl/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1836833/0001193125-26-258284-index.html","accession_number":"0001193125-26-258284","cik":"0001836833","ticker":"PL","issuer_name":"Planet Labs PBC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1836833/0001193125-26-258284-index.html","primary_entity_key":"0001836833","primary_entity_name":"Planet Labs PBC"},"word_count":1127,"has_tables":true,"body_markdown":"10-K/A\n\nFY0001836833true--01-31January 31, 20260001836833pl:ItaBrennanMember2025-11-012026-01-310001836833pl:KristenRobinsonMember2025-11-012026-01-3100018368332025-11-012026-01-310001836833pl:ItaBrennanMember2026-01-3100018368332025-07-310001836833pl:GenJohnWRaymondMember2026-01-310001836833us-gaap:CommonClassAMember2026-03-170001836833us-gaap:CommonClassBMember2026-03-170001836833pl:KristenRobinsonMember2026-01-3100018368332025-02-012026-01-310001836833pl:GenJohnWRaymondMember2025-11-012026-01-31xbrli:sharesiso4217:USD\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 10-K/A\n\n(Amendment No. 1)\n\n☒\n\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the fiscal year ended January 31, 2026\n\nOR\n\n☐\n\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the transition period from _______________ to _______________.\n\nCommission file number 001-40166\n\nPlanet Labs PBC\n\n(Exact name of registrant as specified in its charter)\n\nDelaware\n\n \n\n85-4299396\n\n(State or other jurisdiction of incorporation or organization)\n\n \n\n(I.R.S. Employer Identification No.)\n\n645 Harrison Street, Floor 4, San Francisco, California\n\n \n\n \n\n94107\n\n(Address of principal executive offices)\n\n \n\n(Zip Code)\n\n(415) 829-3313\n\nRegistrant's telephone number, including area code\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each class\n\nTrading Symbol(s)\n\nName of each exchange on which registered\n\nClass A common stock, par value $0.0001 per share\n\nPL\n\nNew York Stock Exchange\n\nSecurities registered pursuant to section 12(g) of the Act: None.\n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐\n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒\n\nIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:\n\nLarge accelerated filer\n\n☒\n\nAccelerated filer\n\n☐\n\nNon-accelerated filer\n\n☐\n\nSmaller reporting company\n\n☐\n\n \n\n \n\nEmerging growth company\n\n☐\n\n \n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒\n\nIf the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒\n\nAs of the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, was $1,562,830,913 based upon the closing price of the registrant’s Class A common stock on such date on the New York Stock Exchange.\n\nThe registrant had 322,655,231 outstanding shares of Class A common stock and 23,493,796 outstanding shares of Class B common stock, as of March 17, 2026.\n\nDOCUMENTS INCORPORATED BY REFERENCE\n\nPortions of the registrant's definitive proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission within 120 days of January 31, 2026, are incorporated by reference into Part III of the Annual Report on Form 10-K for the registrant's fiscal year ended January 31, 2026, as amended by this Amendment No. 1 hereto.\n\n \n\n \n\nExplanatory Note\n\nPlanet Labs PBC (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended January 31, 2026, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2026 (the “Original Filing”). This Amendment is being filed to amend Part II “Item 9B. Other Information” by adding Rule 10b5-1 trading arrangements entered into by each of Ita Brennan, Kristen Robinson, and Gen. John W. Raymond, directors of the Company, during the three months ended January 31, 2026, which were inadvertently omitted from the disclosure included in the Original Filing and to amend Part IV “Item 15. Exhibits, Financial Statement Schedules” by adding Exhibit 97.1, Planet Labs PBC Policy For Recovery of Erroneously Awarded Compensation, which was inadvertently omitted from the disclosure included in the Original Filing.\n\nIn addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 15 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.\n\nOther than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information in the Original Filing not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC."}