Planet Labs PBC 8-K

What Happened

• Planet Labs PBC (PL) filed an 8-K reporting that on January 21, 2026 it issued earnout shares under the 2021 Merger Agreement after the Company’s Class A common stock closed at or above $19.00 for 20 out of 30 trading days. The Company issued 5,133,294 shares of Class A common stock and 584,052 shares of Class B common stock as the Earnout Shares. The Class B shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act.
• The newly issued Class A and Class B shares have the same rights as the Company’s existing shares. Class B shares continue to carry 20 votes per share and remain subject to transfer restrictions and sunset provisions as described in Planet Labs’ charter and bylaws.

Key Details

• Issuance date: January 21, 2026; 5,133,294 Class A shares and 584,052 Class B shares issued (total 5,717,346 Earnout Shares).
• Outstanding after issuance: 312,231,396 Class A shares and 22,909,742 Class B shares.
• Earnout plan: Contingent consideration of up to 27 million shares could vest in four equal tranches based on stock price thresholds of $15, $17, $19 and $21 (20 of 30 trading days or certain change-of-control conditions), with unvested amounts forfeited after five years.
• Sponsor vesting: Under the Lockup Agreement, the Sponsor’s 862,500 Sponsor Earnout Shares and 2,966,667 Sponsor Earnout Warrants were originally structured to vest in four tranches; 75% of those Sponsor Earnout Shares and Warrants have now vested following the same price tests.

Why It Matters

• Dilution: The issuance increases the Company’s outstanding share count, which dilutes existing shareholders' ownership proportionally (updated totals provided above). Investors should note the additional shares were issued because a price-based performance condition was met.
• Governance and transfer rules: Newly issued Class B shares carry the same enhanced voting power (20 votes per share) and remain subject to transfer restrictions and sunset provisions, which can affect control dynamics and secondary-market liquidity for those shares.
• Remaining contingencies: Up to one tranche (the $21 threshold) of contingent consideration remains possible under the Merger Agreement; any unvested earnout securities that remain after five years will be forfeited or cancelled.