Planet Labs PBC 8-K

What Happened
Planet Labs PBC (PL) filed an 8‑K reporting that on January 13, 2026 it issued earnout shares under the 2021 Merger Agreement: 10,286,172 shares of Class A common stock and 1,168,104 shares of Class B common stock. These shares were issued because the Company’s Class A share price met the $15.00 and $17.00 vesting thresholds (each met for 20 out of 30 trading days prior to issuance). The Class B shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act. After the issuance, Planet Labs had 306,262,586 Class A shares and 22,325,690 Class B shares outstanding.

Key Details

• Earnout issuance date: January 13, 2026 — 10,286,172 Class A shares and 1,168,104 Class B shares.
• Contingent Consideration framework: up to 27 million total shares could vest in four tranches tied to $15, $17, $19 and $21 price or certain change‑of‑control outcomes; unvested rights expire five years after closing.
• Sponsor vesting: under the Lockup Agreement the Sponsor held 862,500 Sponsor Earnout Shares and 2,966,667 Sponsor Earnout Warrants; 50% of each vested as the $15/$17 conditions were met.
• Rights: newly issued Class A/B shares have the same rights as existing shares; Class B shares carry 20 votes per share and remain subject to transfer restrictions and sunset provisions per the charter/bylaws.

Why It Matters
This filing documents earnout-driven share issuance tied to prior merger terms, not a new capital raise. The issuance increases the company’s share count (dilution) and expands Class B voting stock, which carries outsized voting power (20 votes per Class B share) and can affect governance. The Sponsor’s partial vesting of earnout warrants also creates the potential for future dilution if those warrants are exercised. Investors should note that additional tranches remain possible if higher price thresholds are met or certain corporate transactions occur, and any remaining unvested contingent consideration will be forfeited after the five‑year period.