Planet Labs PBC 8-K

What Happened Planet Labs PBC announced the issuance of earnout shares on Feb 3, 2026 under the 2021 merger agreement with Legacy Planet. The company issued 5,171,222 shares of Class A common stock and 584,054 shares of Class B common stock because the closing price of Class A stock equaled or exceeded $21.00 for 20 out of 30 trading days. Following this issuance, no further contingent consideration is due under the earnout arrangement. After issuance the company reported 317,596,228 Class A shares and 23,493,796 Class B shares outstanding. The newly issued Class B shares were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

Key Details

• Earnout framework: up to 27 million shares could vest in four equal tranches tied to Class A closing-price thresholds of $15.00, $17.00, $19.00 and $21.00 (20 trading days within any 30-day window before the fifth anniversary of closing).
• Issued Feb 3, 2026: 5,171,222 Class A shares and 584,054 Class B shares (final tranche tied to $21 threshold).
• Sponsor vesting: the Sponsor’s 862,500 Sponsor Earnout Shares and 2,966,667 Sponsor Earnout Warrants fully vested as the price thresholds were met.
• Class B rights: newly issued Class B shares carry the same rights as existing Class B stock (including 20 votes per Class B share) and remain subject to transfer restrictions and sunset provisions in the charter/bylaws.

Why It Matters This filing resolves the contingent earnout tied to the merger, eliminating the possibility of additional future share issuance under that earnout (reducing uncertainty about further contingent dilution). However, the immediate issuance increases the current share count and therefore is dilutive to existing Class A holders. The issuance of Class B shares (20 votes each) and the vesting of Sponsor warrants could also affect voting power and potential future share supply if warrants are exercised. Investors should note the updated outstanding share counts and that the Class B shares were issued as unregistered sales under Section 4(a)(2).