Q120270001836833false--01-310001836833us-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:CommonClassAMemberpl:WarrantsPublicMember2026-04-300001836833us-gaap:CommonClassAMemberpl:WarrantsPublicMember2021-03-090001836833pl:DerivativeInstrumentPeriod4Member2026-12-070001836833pl:A2030ConvertibleNotesMembersrt:ScenarioForecastMemberus-gaap:ConvertibleDebtMember2028-10-202028-10-200001836833pl:GoogleMember2026-04-300001836833us-gaap:RelatedPartyMember2026-04-300001836833us-gaap:OperatingSegmentsMember2025-02-012025-04-300001836833us-gaap:SellingAndMarketingExpenseMember2026-02-012026-04-3000018368332026-01-310001836833us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833us-gaap:RelatedPartyMemberpl:PlanetLabsPBCMemberus-gaap:CommonClassAMemberpl:GoogleMember2026-01-310001836833us-gaap:RetainedEarningsMember2025-02-012025-04-300001836833us-gaap:SalesRevenueNetMemberpl:Customer1Memberus-gaap:CustomerConcentrationRiskMember2026-02-012026-04-300001836833us-gaap:CommonClassCMember2026-04-300001836833us-gaap:EmployeeStockOptionMember2026-04-300001836833pl:WarrantsPrivatePlacementVestingMember2026-04-300001836833us-gaap:AdditionalPaidInCapitalMember2026-02-012026-04-300001836833us-gaap:RelatedPartyMemberpl:PlanetLabsPBCMemberpl:GoogleMember2026-04-300001836833pl:WarrantsClassACommonStockMember2025-02-012025-04-300001836833pl:CustomerContractEarnoutContingentConsiderationMember2026-04-300001836833us-gaap:RelatedPartyMember2026-01-310001836833us-gaap:CorporateBondSecuritiesMember2026-01-310001836833us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-02-012026-04-300001836833srt:NorthAmericaMember2026-02-012026-04-300001836833us-gaap:EmployeeStockMemberpl:A2024EmployeeStockPurchaseProgramMember2026-02-012026-04-300001836833pl:AsiaPacificAndJapanMember2026-02-012026-04-300001836833pl:DerivativeInstrumentPeriod1Member2026-12-070001836833country:US2026-01-310001836833us-gaap:CommonClassBMember2026-06-010001836833pl:WarrantsPrivatePlacementVestingMember2026-01-310001836833us-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember2026-04-3000018368332025-02-012026-01-310001836833pl:WarrantsPublicMember2026-03-2700018368332026-02-012026-04-300001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMemberus-gaap:SubsequentEventMember2026-05-012026-05-010001836833pl:WarrantsPrivatePlacementMember2025-02-012025-04-300001836833pl:EarnOutSharesMember2025-02-012025-04-300001836833us-gaap:DevelopedTechnologyRightsMember2026-04-300001836833us-gaap:EmployeeStockMemberpl:A2024EmployeeStockPurchaseProgramMember2026-04-300001836833us-gaap:CommonClassCMember2026-01-310001836833us-gaap:RestrictedStockUnitsRSUMember2025-02-012025-04-300001836833us-gaap:AccountsReceivableMemberpl:Customer1Memberus-gaap:CustomerConcentrationRiskMember2026-02-012026-04-300001836833pl:GroundStationAndGroundStationEquipmentMember2026-01-310001836833pl:ComputerEquipmentAndSoftwareMember2026-04-300001836833pl:KristenRobinsonMember2026-02-012026-04-3000018368332026-12-072026-12-070001836833srt:LatinAmericaMember2026-02-012026-04-300001836833us-gaap:CommonClassAMemberpl:WarrantsPublicMember2026-02-012026-04-300001836833us-gaap:RetainedEarningsMember2025-04-300001836833pl:TechnicalMilestoneContingentConsiderationLiabilityMember2025-04-300001836833pl:SatellitesMember2025-02-012025-04-300001836833us-gaap:CommonStockMember2026-01-310001836833pl:NationalAeronauticsSpaceAdministrationCommunicationServicesProjectMember2025-02-012025-04-300001836833us-gaap:TrademarksAndTradeNamesMember2026-04-300001836833pl:A2030ConvertibleNotesMember2025-09-120001836833srt:MinimumMemberpl:PerformanceVestingRestrictedStockUnitsPSUsMember2026-02-012026-04-300001836833us-gaap:AdditionalPaidInCapitalMember2026-01-310001836833us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-04-300001836833pl:AshleyJohnsonMember2026-02-012026-04-3000018368332026-04-300001836833us-gaap:AdditionalPaidInCapitalMember2025-04-300001836833us-gaap:CommonClassAMember2026-01-310001836833us-gaap:AcquiredFilmLibrariesMember2025-02-012026-01-310001836833us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833us-gaap:CostOfSalesMember2025-02-012025-04-300001836833us-gaap:AdditionalPaidInCapitalMember2025-01-310001836833us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833us-gaap:AcquiredFilmLibrariesMember2026-02-012026-04-300001836833pl:ItaBrennanMember2026-04-300001836833pl:DefenseAndIntelligenceMember2026-02-012026-04-300001836833us-gaap:RelatedPartyMember2025-02-012025-04-300001836833us-gaap:CostOfSalesMember2026-02-012026-04-300001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMemberus-gaap:ConvertibleDebtMember2025-10-310001836833pl:IfConvertedCommonSharesFrom2030NotesMember2025-02-012025-04-300001836833pl:CustomerContractEarnoutContingentConsiderationMember2026-01-310001836833pl:DerivativeInstrumentPeriod1Member2021-12-070001836833pl:SatellitesInProcessAndNotPlacedIntoServiceMember2026-01-310001836833pl:PerformanceVestingRestrictedStockUnitsPSUsMember2025-02-012025-04-300001836833us-gaap:FairValueInputsLevel3Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMemberus-gaap:SubsequentEventMemberus-gaap:ConvertibleDebtMember2026-05-012026-05-010001836833us-gaap:FairValueInputsLevel3Memberpl:WarrantsPublicMemberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833pl:SponsorEarnOutSharesMember2026-02-012026-04-300001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMembersrt:ScenarioForecastMember2028-10-202028-10-200001836833pl:PerformanceVestingRestrictedStockUnitsPSUsMember2025-02-012025-04-300001836833us-gaap:NonUsMember2026-01-310001836833pl:DerivativeInstrumentPeriod2Member2026-12-070001836833pl:RDServicesAgreementMember2026-02-012026-04-300001836833pl:WarrantsPrivatePlacementMember2025-01-3100018368332025-10-310001836833pl:A2030ConvertibleNotesMemberus-gaap:SubsequentEventMemberus-gaap:ConvertibleDebtMember2026-05-012026-05-010001836833us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember2026-01-310001836833pl:WarrantsPrivatePlacementMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:RetainedEarningsMember2026-01-310001836833us-gaap:SellingAndMarketingExpenseMember2025-02-012025-04-300001836833pl:TechnicalMilestoneContingentConsiderationLiabilityMember2026-04-300001836833us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833pl:SatellitesMember2026-01-310001836833us-gaap:EmployeeStockMemberpl:A2024EmployeeStockPurchaseProgramMember2024-04-012024-04-300001836833pl:SatellitesMember2026-02-012026-04-300001836833us-gaap:EMEAMember2025-02-012025-04-300001836833us-gaap:CommonStockMember2025-01-310001836833us-gaap:DevelopedTechnologyRightsMember2026-01-310001836833pl:DerivativeInstrumentPeriod3Member2026-12-070001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMemberus-gaap:ConvertibleDebtMember2025-09-120001836833pl:EarnOutSharesMember2026-04-300001836833us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember2026-04-300001836833us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833us-gaap:RelatedPartyMemberpl:PlanetLabsPBCMemberpl:GoogleMember2026-01-310001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMemberus-gaap:ConvertibleDebtMember2026-01-310001836833us-gaap:GeneralAndAdministrativeExpenseMember2025-02-012025-04-300001836833us-gaap:AdditionalPaidInCapitalMember2025-02-012025-04-300001836833us-gaap:FairValueInputsLevel2Memberpl:WarrantsPublicMemberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833pl:A2030ConvertibleNotesMemberus-gaap:ConvertibleDebtMember2025-09-120001836833us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833pl:PerformanceVestingRestrictedStockUnitsPSUsMember2026-04-300001836833pl:EarnOutSharesMember2025-02-012025-04-300001836833us-gaap:CommonStockMember2026-02-012026-04-300001836833pl:PerformanceVestingRestrictedStockUnitsPSUsMember2026-02-012026-04-300001836833us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember2026-01-310001836833us-gaap:RelatedPartyMemberpl:PlanetLabsPBCMemberus-gaap:CommonClassAMemberpl:GoogleMember2026-04-300001836833us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMember2025-09-122025-09-120001836833us-gaap:DevelopedTechnologyRightsMember2025-02-012026-01-310001836833us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-300001836833us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:EmployeeStockOptionMember2025-02-012025-04-300001836833us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833pl:GroundStationAndGroundStationEquipmentMember2026-04-300001836833us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:EmployeeStockMember2026-02-012026-04-300001836833us-gaap:EmployeeStockOptionMember2026-02-012026-04-300001836833us-gaap:USTreasurySecuritiesMember2026-01-310001836833pl:StockOptionsEarlyExercisedSubjectToFutureVestingMember2025-02-012025-04-300001836833us-gaap:RestrictedStockUnitsRSUMember2025-02-012025-04-300001836833us-gaap:CommonClassAMember2026-06-0100018368332026-12-070001836833pl:EarnOutSharesMember2026-02-012026-04-300001836833us-gaap:NonUsMember2026-04-300001836833us-gaap:EmployeeStockMemberpl:A2024EmployeeStockPurchaseProgramMember2025-02-012025-04-300001836833us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:FairValueInputsLevel1Memberpl:WarrantsPublicMemberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:RelatedPartyMember2026-02-012026-04-300001836833us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833pl:WarrantsPrivatePlacementMemberus-gaap:CommonClassAMember2026-04-300001836833pl:GenJohnWRaymondMember2026-04-300001836833us-gaap:RestrictedStockUnitsRSUMember2026-02-012026-04-300001836833pl:WarrantsPrivatePlacementMember2025-04-300001836833us-gaap:LeaseholdImprovementsMember2026-01-310001836833pl:SponsorEarnOutSharesMember2025-02-012025-04-300001836833us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833pl:CustomerContractEarnoutContingentConsiderationMember2025-02-012025-04-300001836833pl:WarrantsPrivatePlacementMember2025-02-012025-04-3000018368332025-01-310001836833pl:CivilGovernmentMember2026-02-012026-04-300001836833us-gaap:SalesRevenueNetMemberpl:Customer3Memberus-gaap:CustomerConcentrationRiskMember2025-02-012025-04-300001836833us-gaap:TrademarksAndTradeNamesMember2025-02-012026-01-310001836833srt:LatinAmericaMember2025-02-012025-04-300001836833pl:AsiaPacificAndJapanMember2025-02-012025-04-300001836833pl:WarrantsPublicMember2025-02-012025-04-300001836833us-gaap:CommonStockMember2025-02-012025-04-300001836833us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833us-gaap:RelatedPartyMemberpl:HostingAndOtherServicesMember2026-02-012026-04-300001836833us-gaap:CommonStockMember2025-04-300001836833us-gaap:TrademarksAndTradeNamesMember2026-02-012026-04-3000018368332025-02-012025-04-300001836833us-gaap:OperatingSegmentsMember2026-02-012026-04-300001836833us-gaap:RestrictedStockUnitsRSUMember2026-02-012026-04-300001836833pl:GenJohnWRaymondMember2026-02-012026-04-300001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMembersrt:ScenarioForecastMemberus-gaap:ConvertibleDebtMember2028-10-202028-10-200001836833us-gaap:RelatedPartyMember2021-06-280001836833pl:DMYIVLLCMember2021-03-092021-03-090001836833us-gaap:RestrictedStockUnitsRSUMember2026-04-300001836833us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-310001836833pl:NationalAeronauticsSpaceAdministrationCommunicationServicesProjectMember2026-02-012026-04-300001836833us-gaap:AcquiredFilmLibrariesMember2026-04-300001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMemberus-gaap:ConvertibleDebtMember2025-09-122025-09-120001836833pl:DerivativeInstrumentPeriod2Member2021-12-070001836833us-gaap:FurnitureAndFixturesMember2026-04-300001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMemberus-gaap:ConvertibleDebtMember2030-07-152030-07-150001836833pl:RDServicesAgreementMemberpl:GoogleMember2025-02-012026-01-310001836833srt:NorthAmericaMember2025-02-012025-04-300001836833us-gaap:AccountsReceivableMemberpl:Customer1Memberus-gaap:CustomerConcentrationRiskMember2025-02-012026-01-310001836833pl:A2030ConvertibleNotesMembersrt:ScenarioForecastMemberus-gaap:ConvertibleDebtMember2030-07-152030-07-150001836833us-gaap:CommonClassAMemberpl:DMYIVLLCMember2021-03-090001836833pl:WarrantsPrivatePlacementMember2026-01-310001836833pl:WarrantsPrivatePlacementMember2026-02-012026-04-300001836833pl:DerivativeInstrumentPeriod3Member2021-12-070001836833us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:CustomerRelationshipsMember2025-02-012026-01-310001836833us-gaap:SalesRevenueNetMemberpl:Customer1Memberus-gaap:CustomerConcentrationRiskMember2025-02-012025-04-300001836833pl:IfConvertedCommonSharesFrom2030NotesMember2026-02-012026-04-300001836833us-gaap:CustomerRelationshipsMember2026-04-300001836833us-gaap:ResearchAndDevelopmentExpenseMember2025-02-012025-04-300001836833us-gaap:USTreasurySecuritiesMember2026-04-300001836833us-gaap:RestrictedStockUnitsRSUMember2026-01-310001836833pl:CommercialMember2026-02-012026-04-300001836833us-gaap:CorporateBondSecuritiesMember2026-04-300001836833srt:MaximumMemberpl:PerformanceVestingRestrictedStockUnitsPSUsMember2026-02-012026-04-300001836833us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember2026-04-300001836833us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember2026-01-310001836833pl:GoogleMember2026-01-310001836833us-gaap:RetainedEarningsMember2026-04-300001836833pl:TechnicalMilestoneContingentConsiderationLiabilityMember2025-02-012025-04-300001836833us-gaap:TrademarksAndTradeNamesMember2026-01-310001836833pl:RobertSchinglerJr.Member2026-04-300001836833us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833us-gaap:SalesRevenueNetMemberpl:Customer2Memberus-gaap:CustomerConcentrationRiskMember2025-02-012025-04-300001836833us-gaap:MeasurementInputPriceVolatilityMemberpl:WarrantsPrivatePlacementMember2026-01-310001836833us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833pl:A2030ConvertibleNotesMemberus-gaap:ConvertibleDebtMember2026-02-012026-04-300001836833pl:CustomerContractEarnoutContingentConsiderationMember2025-01-310001836833pl:TechnicalMilestoneContingentConsiderationLiabilityMember2025-01-310001836833us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember2026-04-300001836833us-gaap:FurnitureAndFixturesMember2026-01-310001836833us-gaap:AcquiredFilmLibrariesMember2026-01-310001836833country:US2026-04-300001836833pl:WarrantsPublicMember2026-04-300001836833us-gaap:CommonClassAMemberpl:A2030ConvertibleNotesMember2025-01-310001836833pl:RDServicesAgreementMemberpl:GoogleMember2026-02-012026-04-300001836833us-gaap:CommonStockMember2026-04-300001836833us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-04-300001836833pl:WarrantsPublicMember2026-02-012026-04-300001836833us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:EmployeeStockMember2025-02-012025-04-300001836833us-gaap:ResearchAndDevelopmentExpenseMember2026-02-012026-04-300001836833us-gaap:CustomerRelationshipsMember2026-01-310001836833us-gaap:RetainedEarningsMember2026-02-012026-04-300001836833us-gaap:CommonClassAMember2026-04-3000018368332025-04-300001836833us-gaap:RetainedEarningsMember2025-01-310001836833pl:DefenseAndIntelligenceMember2025-02-012025-04-300001836833pl:A2030ConvertibleNotesMember2026-02-012026-04-300001836833pl:A2030ConvertibleNotesMemberus-gaap:ConvertibleDebtMember2025-09-122025-09-120001836833us-gaap:LeaseholdImprovementsMember2026-04-300001836833us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember2026-01-3100018368332026-05-012026-04-300001836833pl:A2030ConvertibleNotesMembersrt:ScenarioForecastMember2028-10-202028-10-200001836833pl:SaloSciencesMemberus-gaap:MeasurementInputExpectedTermMember2026-04-300001836833us-gaap:CommonClassAMember2021-03-090001836833us-gaap:EMEAMember2026-02-012026-04-300001836833us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-310001836833pl:CommercialMember2025-02-012025-04-300001836833pl:SatellitesMember2026-04-300001836833pl:DerivativeInstrumentPeriod4Member2021-12-070001836833pl:StockOptionsEarlyExercisedSubjectToFutureVestingMember2026-02-012026-04-300001836833pl:AshleyJohnsonMember2026-04-3000018368332021-12-072021-12-070001836833us-gaap:EmployeeStockOptionMember2026-02-012026-04-300001836833us-gaap:CustomerRelationshipsMember2026-02-012026-04-300001836833us-gaap:FairValueInputsLevel2Memberpl:WarrantsPrivatePlacementMemberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833pl:WarrantsPrivatePlacementMemberpl:DMYIVLLCMember2021-03-090001836833pl:ComputerEquipmentAndSoftwareMember2026-01-310001836833pl:CustomerContractEarnoutContingentConsiderationMember2025-04-300001836833us-gaap:DevelopedTechnologyRightsMember2026-02-012026-04-300001836833pl:CivilGovernmentMember2025-02-012025-04-300001836833pl:RobertSchinglerJr.Member2026-02-012026-04-300001836833pl:RedeemableWarrantMemberpl:DMYIVLLCMember2021-03-090001836833pl:WarrantsPrivatePlacementMember2026-04-300001836833us-gaap:RelatedPartyMemberpl:HostingAndOtherServicesMember2025-02-012025-04-300001836833pl:A2030ConvertibleNotesMember2026-04-300001836833pl:WarrantsClassACommonStockMember2026-02-012026-04-300001836833pl:EarnOutSharesMember2026-01-310001836833pl:PerformanceVestingRestrictedStockUnitsPSUsMember2026-02-012026-04-300001836833pl:A2030ConvertibleNotesMembersrt:ScenarioForecastMember2028-10-200001836833pl:WarrantsPrivatePlacementMember2021-12-070001836833us-gaap:GeneralAndAdministrativeExpenseMember2026-02-012026-04-300001836833us-gaap:AdditionalPaidInCapitalMember2026-04-300001836833pl:A2030ConvertibleNotesMembersrt:ScenarioForecastMember2030-07-150001836833pl:TechnicalMilestoneContingentConsiderationLiabilityMember2026-02-012026-04-300001836833pl:WarrantsPrivatePlacementMember2026-02-012026-04-300001836833us-gaap:CommonClassBMember2026-01-310001836833us-gaap:SalesRevenueNetMemberpl:Customer2Memberus-gaap:CustomerConcentrationRiskMember2026-02-012026-04-300001836833us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-02-012025-04-300001836833us-gaap:CommonClassBMember2026-04-3000018368332027-05-012026-04-300001836833pl:CustomerContractEarnoutContingentConsiderationMember2026-02-012026-04-300001836833pl:ItaBrennanMember2026-02-012026-04-300001836833pl:NationalAeronauticsSpaceAdministrationCommunicationServicesProjectMember2022-08-012022-08-310001836833pl:WarrantsPublicMember2026-01-310001836833pl:EarnOutSharesMember2026-02-012026-04-300001836833pl:TechnicalMilestoneContingentConsiderationLiabilityMember2026-01-310001836833us-gaap:MoneyMarketFundsMember2026-04-300001836833pl:A2030ConvertibleNotesMember2025-09-122025-09-120001836833us-gaap:FairValueInputsLevel3Memberpl:WarrantsPrivatePlacementMemberus-gaap:FairValueMeasurementsRecurringMember2026-01-310001836833pl:KristenRobinsonMember2026-04-300001836833pl:SatellitesInProcessAndNotPlacedIntoServiceMember2026-04-300001836833us-gaap:MoneyMarketFundsMember2026-01-31xbrli:purepl:Tradingdaypl:Segmentpl:Tranchexbrli:sharesiso4217:USDxbrli:sharespl:Milestoneiso4217:USDutr:Ypl:Provider

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number 001-40166

Planet Labs PBC

(Exact name of registrant as specified in its charter)


Delaware	85-4299396
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

645 Harrison Street, Floor 4, San Francisco, California	94107
(Address of principal executive offices)	(Zip Code)

(415) 829-3313

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	PL	New York Stock Exchange

Indicate 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 ☐

Indicate 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 ☐

Indicate 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:


Large accelerated filer	ý	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý

The registrant had 332,908,730 outstanding shares of Class A common stock and 23,493,796 outstanding shares of Class B common stock as of June 1, 2026.

Table of Contents

TABLE OF CONTENTS


		Page
Part I. - Financial Information

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Loss	7
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44

Part II - Other Information

Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	90
Item 3.	Defaults Upon Senior Securities	90
Item 4.	Mine Safety Disclosures	90
Item 5.	Other Information	90
Item 6.	Exhibits	91

Signatures		92

Table of Contents

Unless the context otherwise requires, the “Company”, “Planet”, “we”, “our”, “us” and similar terms refer to Planet Labs PBC, a Delaware public benefit corporation (f/k/a dMY Technology Group, Inc. IV, a Delaware corporation), and its consolidated subsidiaries.

Cautionary Note Regarding Forward Looking Information

This Quarterly Report on Form 10-Q for the quarter ended April 30, 2026 (the “Form 10-Q” or “this report”) includes statements that express Planet’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “seek,” “may,” “will,” “could,” “can,” “should,” “would,” “believes,” “predicts,” “potential,” “strategy,” “opportunity,” “aim,” “continue,” and similar expressions or the negative thereof, or discussions of strategy, plans, objectives, intentions, estimates, forecasts, outlook, assumptions, or goals, are intended to identify such forward-looking statements. Forward-looking statements appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Planet operates. Factors that may impact such forward-looking statements include:

•

our future financial performance, including expectations regarding our revenue, cost of revenue, operating expenses, capital expenditures, cash flows and our ability to achieve profitability;

•

our ability to attract and retain customers, including our ability to renew existing contracts and expand our relationships with existing customers;

•

our expectations regarding the value of our offerings to our customers over time;

•

our expectations regarding market growth, including our ability to grow in existing markets and expand into new markets;

•

our expectations regarding our data set and business model, including our satellite services model; and our ability to improve our data and offer software and analytic solutions to improve the value of our data;

•

our expectations regarding our satellite operations and our satellites’ orbital maneuver lives;

•

our expectations regarding our satellite services contracts and our ability to enter into new agreements for our satellite services;

•

our expectations regarding our investment in our sales and marketing, software platform development, machine learning, artificial intelligence and analytic tools as well as our applications and new satellite technologies;

•

our relationships with third-party partners, vendors and solution providers;

•

our expectations regarding our competition;

•

our ability to manage risks and challenges associated with our financial condition and results of operations;

•

our expectations regarding macroeconomic uncertainty and the geopolitical environment, including trade tensions and tariffs;

•

our expectations regarding climate change and its effects;

•

our expectations regarding the future impact of seasonality on our business;

•

our management of future growth and business operations;

•

our expectations regarding the realization of our U.S. and foreign deferred tax assets;

•

our expectations regarding our 2030 Notes;

•

our expectations regarding U.S. and foreign government regulations and penalties;

•

our ability to maintain, protect and enhance our intellectual property; and

•

the expenses associated with being a public company.

The foregoing list may not contain all of the forward-looking statements made in this Form 10-Q. Such forward-looking statements are based on available current market material and our current expectations, beliefs and forecasts concerning future events and their potential effects on Planet. The outcome of the events described in these

Table of Contents

forward-looking statements is subject to known and unknown risks, uncertainties, and other factors, including those described in Part II, Item 1A “Risk Factors” of this Quarterly Report, as well as the other documents filed by us from time to time with the U.S. Securities and Exchange Commission (“SEC”). We operate in a rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements contained in this Form 10-Q are based on information available to us at the time of filing of this Form 10-Q and relate only to events as of the date on which the statements are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

Part I. - Financial Information

Item 1. Financial Statements.

Planet Labs PBC

Condensed Consolidated Balance Sheets (Unaudited)


(in thousands, except share and par value amounts)	April 30, 2026			January 31, 2026
Assets
Current assets
Cash and cash equivalents	$	368,090		$	229,441
Restricted cash and cash equivalents, current		896			642
Short-term investments		362,745			410,649
Accounts receivable, net of allowance of $8 and $3, respectively		61,605			83,528
Inventories		9,343			6,118
Prepaid expenses and other current assets		46,299			44,984
Total current assets		848,978			775,362
Property and equipment, net		159,145			150,573
Capitalized internal-use software, net		20,980			21,475
Goodwill		143,111			143,452
Intangible assets, net		25,156			26,633
Restricted cash and cash equivalents, non-current		6,610			5,471
Operating lease right-of-use assets		39,507			14,588
Other non-current assets		7,944			8,132
Total assets	$	1,251,431		$	1,145,686
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	9,040		$	10,612
Accrued and other current liabilities		58,539			55,874
Deferred revenue		230,682			220,572
Liability from early exercise of stock options		896			1,793
Operating lease liabilities, current		3,392			7,296
Public and private placement warrant liabilities		—			173,308
Total current liabilities		302,549			469,455
Deferred revenue		16,240			27,522
Deferred hosting costs		3,210			4,034
Operating lease liabilities, non-current		37,074			8,300
Convertible notes		447,569			446,884
Other non-current liabilities		1,085			1,060
Total liabilities		807,727			957,255
Commitments and contingencies (Note 8)
Stockholders’ equity
Common stock, $0.0001 par value, 570,000,000, 30,000,000 and 30,000,000 Class A, Class B and Class C shares authorized at April 30, 2026 and January 31, 2026, 332,899,400 and 312,421,506 Class A shares issued and outstanding at April 30, 2026 and January 31, 2026, respectively, 23,493,796 and 22,909,742 Class B shares issued and outstanding at April 30, 2026 and January 31, 2026, respectively, 0 Class C shares issued and outstanding at April 30, 2026 and January 31, 2026		36			34
Additional paid-in capital		2,027,480			1,631,896
Accumulated other comprehensive income (loss)		4,921			6,362
Accumulated deficit		(1,588,733	)		(1,449,861	)
Total stockholders’ equity		443,704			188,431
Total liabilities and stockholders’ equity	$	1,251,431		$	1,145,686

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Planet Labs PBC

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended April 30,
(in thousands, except share and per share amounts)	2026			2025
Revenue	$	94,150		$	66,265
Cost of revenue		43,749			29,662
Gross profit		50,401			36,603
Operating expenses
Research and development		33,420			23,074
Sales and marketing		22,782			16,314
General and administrative		29,087			19,986
Total operating expenses		85,289			59,374
Loss from operations		(34,888	)		(22,771	)
Interest income		5,153			1,884
Interest expense		(1,446	)		(499	)
Change in fair value of warrant liabilities		(106,474	)		10,387
Other income (expense), net		(206	)		(701	)
Total other income (expense), net		(102,973	)		11,071
Loss before provision for income taxes		(137,861	)		(11,700	)
Provision for income taxes		1,011			928
Net loss	$	(138,872	)	$	(12,628	)
Basic and diluted net loss per share attributable to common stockholders	$	(0.40	)	$	(0.04	)
Basic and diluted weighted-average common shares outstanding used in computing net loss per share attributable to common stockholders		345,524,328			300,267,952

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Planet Labs PBC

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)


	Three Months Ended April 30,
(in thousands)	2026			2025
Net loss	$	(138,872	)	$	(12,628	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(728	)		4,775
Change in fair value of available-for-sale securities		(713	)		16
Other comprehensive income (loss), net of tax		(1,441	)		4,791
Comprehensive loss	$	(140,313	)	$	(7,837	)

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Planet Labs PBC

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)


	Common Stock					Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
(in thousands, except share amounts)	Shares			Amount		Capital			Income (Loss)			Deficit			Equity
Balances at January 31, 2025		300,095,288		$	28	$	1,645,356		$	(1,097	)	$	(1,203,001	)	$	441,286
Issuance of Class A common stock from the exercise of common stock options		683,189			—		1,570			—			—			1,570
Issuance of Class A common stock upon vesting of restricted stock units		3,380,365			—		—			—			—			—
Issuance of Class A common stock for employee stock purchase program		500,589					936									936
Vesting of early exercised stock options		—			—		896			—			—			896
Class A common stock withheld to satisfy employee tax withholding obligations		(1,256,064	)		—		(5,264	)		—			—			(5,264	)
Stock-based compensation		—			—		13,215			—			—			13,215
Net unrealized gain on available-for-sale securities, net of taxes		—			—		—			16			—			16
Change in translation		—			—		—			4,775			—			4,775
Net loss		—			—		—			—			(12,628	)		(12,628	)
Balances at April 30, 2025		303,403,367		$	28	$	1,656,709		$	3,694		$	(1,215,629	)	$	444,802


	Common Stock					Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
(in thousands, except share amounts)	Shares			Amount		Capital			Income (Loss)			Deficit			Equity
Balances at January 31, 2026		335,331,248		$	34	$	1,631,896		$	6,362		$	(1,449,861	)	$	188,431
Issuance of Class A common stock from the exercise of common stock options		861,875			—		3,769			—			—			3,769
Issuance of Class A common stock upon vesting of restricted stock units		3,538,669			—		—			—			—			—
Issuance of Class A common stock for employee stock purchase program		163,448			—		1,913			—			—			1,913
Issuance of Class A common stock from the exercise of warrants		11,089,258			1		387,582			—						387,583
Issuance of Class A and Class B common stock upon vesting of earnout contingent consideration		6,047,434			1		(1	)		—			—			—
Vesting of early exercised stock options		—			—		896			—			—			896
Class A common stock withheld to satisfy employee tax withholding obligations		(638,736	)		—		(15,491	)		—			—			(15,491	)
Stock-based compensation		—			—		16,916						—			16,916
Net unrealized loss on available-for-sale securities, net of taxes		—			—		—			(713	)		—			(713	)
Change in translation		—			—		—			(728	)		—			(728	)
Net loss		—			—		—			—			(138,872	)		(138,872	)
Balances at April 30, 2026		356,393,196		$	36	$	2,027,480		$	4,921		$	(1,588,733	)	$	443,704

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Planet Labs PBC

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended April 30,
(in thousands)	2026			2025
Operating activities
Net loss	$	(138,872	)	$	(12,628	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		11,189			11,082
Stock-based compensation, net of capitalized cost of $455 and $673, respectively		16,461			12,542
Change in fair value of warrant liabilities		106,474			(10,387	)
Change in fair value of contingent consideration		—			(41	)
Other		(331	)		1,229
Changes in operating assets and liabilities
Accounts receivable		22,466			(21,185	)
Inventories		(731	)		—
Prepaid expenses and other assets		(3,357	)		1,254
Accounts payable, accrued and other liabilities		4,081			(8,915	)
Deferred revenue		(1,143	)		42,072
Deferred hosting costs		(797	)		2,323
Net cash provided by operating activities		15,440			17,346
Investing activities
Purchases of property and equipment		(17,310	)		(8,119	)
Capitalized internal-use software		(647	)		(1,225	)
Maturities of available-for-sale securities		37,487			11,123
Sales of available-for-sale securities		44,525			582
Purchases of available-for-sale securities		(33,367	)		—
Purchases of licensed imagery intangible assets		(274	)		(621	)
Net cash provided by investing activities		30,414			1,740
Financing activities
Proceeds from the exercise of common stock options		3,552			2,962
Payments for withholding taxes related to the net share settlement of equity awards		(17,340	)		(5,264	)
Proceeds from employee stock purchase program		1,328			346
Payments of contingent consideration for business acquisitions		—			(4,820	)
Proceeds from the exercise of warrants		107,801			—
Other		(138	)		(2,383	)
Net cash provided by (used in) financing activities		95,203			(9,159	)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents		(1,015	)		5,683
Net increase in cash and cash equivalents, and restricted cash and cash equivalents		140,042			15,610
Cash and cash equivalents, and restricted cash and cash equivalents at the beginning of the period		235,554			129,994
Cash and cash equivalents, and restricted cash and cash equivalents at the end of the period	$	375,596		$	145,604

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Planet Labs PBC

Notes to Unaudited Condensed Consolidated Financial Statements

(1)

Organization

Planet Labs PBC (“Planet,” or the “Company”) was founded to design, construct, and launch constellations of satellites with the intent of providing high cadence geospatial data delivered to customers via an online platform. The Company’s mission is to use space to help life on Earth, by imaging the world every day and making global change visible, accessible, and actionable. The Company is headquartered in San Francisco, California, with operations throughout the United States (“U.S.”), Canada, Asia and Europe. The Company has wholly-owned foreign subsidiaries in Canada, Germany, Luxembourg, Singapore, Slovenia, Austria, the Netherlands, the United Kingdom and Japan.

On July 7, 2021, Planet Labs Inc. (“Former Planet”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with dMY Technology Group, Inc. IV (“dMY IV”), a special purpose acquisition company (“SPAC”) incorporated in Delaware on December 15, 2020, Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV (“First Merger Sub”), and Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV (“Second Merger Sub”). Pursuant to the Merger Agreement, on December 7, 2021, First Merger Sub merged with and into Former Planet (the “Surviving Corporation”), with Former Planet surviving the merger as a wholly owned subsidiary of dMY IV (the “First Merger”), and the Surviving Corporation merged with and into dMY IV, with dMY IV surviving the merger (the “Business Combination”). Following the completion of the Business Combination, dMY IV was renamed Planet Labs PBC.

(2)

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements are unaudited; however, in the opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements for the periods presented. Operating results for the three months ended April 30, 2026 are not necessarily indicative of the results expected for the fiscal year ending January 31, 2027 or any other future period.

The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and include the accounts of Planet Labs PBC and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year end is January 31.

Certain notes or other information that are normally required by U.S. GAAP have been condensed or omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “2026 Form 10-K”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The significant estimates and assumptions that affect the Company’s unaudited condensed consolidated financial statements include, but are not limited to, the useful lives of property and equipment, capitalized internal-use software and intangible assets, allowances for credit losses for available-for-sale debt securities and accounts receivable, estimates related to revenue recognition, including the assessment of performance obligations within a contract, the determination of standalone selling price (“SSP”) for each performance obligation, assumptions used to measure the fair value of noncash consideration, and estimates used in the cost-to-cost measure of progress. Significant estimates and assumptions also include assumptions used to measure the fair value of private placement warrants, the fair

Table of Contents

value of assets acquired and liabilities assumed from business combinations, the fair value of contingent consideration for business combinations, the impairment of long-lived assets and goodwill, the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions, provision for excess or obsolete inventory, and contingencies.

These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, due to the inherent uncertainties in making estimates, actual results could differ from those estimates and such differences may be material.

Due to current geopolitical events, including the war in Ukraine, the conflicts in the Middle East, and military operations in Venezuela, there is ongoing uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities. These estimates and assumptions may change in the future, as new events occur, and additional information is obtained.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash, cash equivalents, short-term investments and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company’s cash, cash equivalents and short-term investments are deposited with or held by financial institutions in the U.S., Canada, Germany, the Netherlands, Slovenia, Austria, and Singapore. The Company generally does not require collateral to support the obligations of the counterparties and deposits at financial institutions may, at times, be in excess of federal or national insured limits or deposit-guarantee limits in each of the respective countries. The Company has not experienced material losses on its deposits. The maximum amount of loss at April 30, 2026 that the Company would incur if all parties to cash, cash equivalents, and short-term investments failed completely to perform according to the terms of the contracts is $729.8 million.

Accounts receivable are typically unsecured and are derived from revenue earned from customers across various countries. One customer accounted for 33% of accounts receivable as of April 30, 2026 and January 31, 2026.

For the three months ended April 30, 2026, two customers accounted for 15% and 11% of revenue, respectively. For the three months ended April 30, 2025, three customers accounted for 16%, 14%, and 11% of revenue, respectively.

The Company’s offerings depend on continued and new approvals from the Federal Communications Commission (“FCC”), National Oceanic and Atmospheric Administration (“NOAA”), and other U.S. and international regulatory agencies for the Company to continue its operations. There can be no assurance that the Company’s operations will continue to receive the necessary approvals or that such operations will be supported by the U.S. government or other governments. If the Company was denied such approvals, if such approvals were delayed, or if the U.S. government’s or other governments’ policies change, these events may have a material adverse impact on the Company’s financial position and results of operations.

The Company contracts with certain third-party service providers to launch satellites. Service providers who provide these services are limited. The inability of launch service providers to contract with the Company could materially impact future operating results.

Significant Accounting Policies

The Company’s significant accounting policies are included in Note 2 of its Consolidated Financial Statements included in the 2026 Form 10-K.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (“Topic 326”), which provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for

Table of Contents

the remaining life of current accounts receivable and contract assets. The Company adopted the new guidance effective February 1, 2026 and applied the requirements prospectively. The adoption of this standard did not have a material effect on the consolidated financial results.

Recent Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to enhance specified information about certain costs and expenses at each interim and annual reporting period so that investors can better understand an entity’s overall performance. Additionally, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU No. 2024-03. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which revises the recognition guidance for internal-use software by eliminating the previous model based on software development stages and introducing a principles-based approach. The guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

(3)

Revenue

Deferred Revenue

During the three months ended April 30, 2026 and 2025, the Company recognized revenue of $57.9 million and $31.8 million, respectively, that had been included in deferred revenue as of January 31, 2026 and 2025, respectively.

Remaining Performance Obligations

The Company often enters into multi-year imagery licensing and dedicated capacity arrangements with its customers, whereby the Company generally invoices the amount for the first year of the contract at signing followed by subsequent annual invoices. The Company has also entered into multi-year satellite services arrangements in which we build and operate satellites owned by the customer, whereby the Company generally invoices based on specified contractual milestones or fixed due dates throughout the contract term. Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, which includes both deferred revenue and non-cancelable contracted revenue that will be invoiced and recognized in revenue in future periods. The Company’s remaining performance obligations were $816.0 million as of April 30, 2026. The Company expects to recognize approximately 35% of the remaining performance obligations within the next 12 months, approximately 66% of the remaining obligations within the next 24 months, and the remainder thereafter.

Remaining performance obligations do not include unexercised contract options, written orders where funding has not been appropriated and contracts which provide the customer with a right to terminate for convenience without incurring a substantive termination penalty.

Table of Contents

Costs to Obtain and Fulfill a Contract

Commissions paid to the Company’s direct sales force are considered incremental costs of obtaining a contract with a customer. Accordingly, commissions are capitalized when incurred and amortized to sales and marketing expense over the period of benefit from the underlying contracts. The period of benefit from the underlying contract is consistent with the timing of transfer to the performance obligations to which the capitalized costs relate, and is generally consistent with the contract term.

During the three months ended April 30, 2026 and 2025, the Company capitalized $0.5 million and $0.1 million of deferred commission expenditures to be amortized in future periods, respectively. The Company’s amortization of deferred commission expenditures was $0.5 million and $0.7 million for the three months ended April 30, 2026 and 2025, respectively. As of April 30, 2026 and January 31, 2026, deferred commissions consisted of the following:


(in thousands)	April 30, 2026		January 31, 2026
Deferred commission, current	$	2,089	$	1,913
Deferred commission, non-current		2,221		2,409
Total deferred commission	$	4,310	$	4,322

The current portion of deferred commissions are included in prepaid expenses and other current assets on the condensed consolidated balance sheets. The non-current portion of deferred commissions are included in other non-current assets on the condensed consolidated balance sheets.

Disaggregation of Revenue

The following table disaggregates revenue by major geographic region:


	Three Months Ended April 30,
(in thousands)	2026		2025
North America ("NAM")	$	37,037	$	29,533
Asia Pacific & Japan ("APJ")		19,307		15,307
Europe, Middle East, & Africa ("EMEA")		35,053		18,849
Latin America ("LATAM")		2,753		2,576
Total revenue	$	94,150	$	66,265

The following table disaggregates revenue by customer type:


	Three Months Ended April 30,
(in thousands)	2026		2025
Civil Government	$	16,169	$	16,280
Commercial		16,595		13,338
Defense & Intelligence		61,386		36,647
Total revenue	$	94,150	$	66,265

(4)

Fair Value of Financial Assets and Liabilities

Assets and liabilities recognized or disclosed at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their respective fair values.

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis for recognition or disclosure purposes as of April 30, 2026 and January 31, 2026 by level within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular

Table of Contents

input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.


	April 30, 2026
(in thousands)	Level 1		Level 2		Level 3
Assets
Cash equivalents:
Money market funds	$	234,366	$	—	$	—
Restricted cash equivalents: money market funds		5,926		—		—
Short-term investments:
U.S. Treasury securities		208,582		—		—
Commercial paper		—		2,331		—
Corporate bonds		—		151,832		—
Total assets	$	448,874	$	154,163	$	—


	January 31, 2026
(in thousands)	Level 1		Level 2		Level 3
Assets
Cash equivalents:
Money market funds	$	99,181	$	—	$	—
Corporate bonds		—	$	2,584		—
Restricted cash equivalents: money market funds		5,926		—		—
Short-term investments:
U.S. Treasury securities		212,897		—		—
Commercial paper		—		4,601		—
Corporate bonds		—		193,151		—
Total assets	$	318,004	$	200,336	$	—
Liabilities
Public Warrants	$	128,363	$	—	$	—
Private Placement Warrants		—		—		44,945
Total liabilities	$	128,363	$	—	$	44,945

The fair value of cash held in banks and accrued and other current liabilities approximate the stated carrying value due to the short time to maturity and are excluded from the tables above.

Money Market Funds

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach. There were no realized or unrealized gains or losses on money market funds during the three months ended April 30, 2026 and 2025.

Short-term Investments

The fair value of the Company’s short-term investments classified within Level 1 are valued using quoted active market prices for the securities. The fair value of the Company’s short-term investments classified within Level 2 are valued using third-party pricing services. The pricing services utilize industry standard valuation models. Inputs utilized include market pricing based on real-time trade data for the same or similar securities and other significant inputs derived from or corroborated by observable market data.

Public and Private Placement Warrants

The Public Warrants are classified within Level 1 as they are publicly traded and had an observable market price in an active market.

The Private Placement Warrants (excluding the Private Placement Vesting Warrants) were valued based on a Black-Scholes option pricing model. Due to the market condition vesting requirements, the fair value of the Private Placement Vesting Warrants were valued using a model based on multiple stock price paths developed through the

Table of Contents

use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied. The Private Placement Warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because these valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility. The expected volatility input utilized for the fair value measurements of the Private Placement Warrants as of January 31, 2026 was 95%.

Contingent Consideration for Acquisitions

The Company has recorded contingent consideration liabilities in connection with its acquisitions of Salo Sciences and Sinergise (see Note 5 of the Company’s Consolidated Financial Statements included in the 2026 Form 10-K). The Company measures the fair value of the contingent consideration liabilities based on significant inputs not observable in the market, which caused them to be classified as a Level 3 measurement within the fair value hierarchy.

The fair value of the contingent consideration liability for the Salo Sciences technical milestone payments is determined based on the present value of the probability-weighted payments for each of the two milestones. The significant unobservable inputs used in the fair value measurement are management’s estimate of the probability to achieve the technical milestone criteria and the discount rate. The Company determined that both of the technical milestone criteria were achieved during the fiscal year ended January 31, 2025.

The fair value of the contingent consideration liability for the Salo Sciences customer contract earnout payments is determined using a Monte Carlo simulation. The fair value estimate involves a simulation of future customer contract cash collections during the four-year performance period, the probability of entering into contracts with the named customers and discounting the probability-weighed earnout payments to present value. The significant unobservable inputs used in the fair value measurement are management’s estimate of obtaining the customer contracts, including probabilities, timing and contract values, and management’s estimate of the discount rate.

Level 3 Disclosures

The following is a roll-forward of Level 3 liabilities measured at fair value for the three months ended April 30, 2026 and 2025:


(in thousands)	Private Placement Warrants			Technical Milestone Contingent Consideration (1)			Customer Contract Earnout Contingent Consideration (1)
Fair value at end of year, January 31, 2025	$	8,900		$	5,980		$	1,578
Payments		—			(3,250	)		(1,570	)
Change in fair value		(5,488	)		(33	)		(8	)
Fair value at April 30, 2025	$	3,412		$	2,697		$	—

Fair value at end of year, January 31, 2026	$	44,945		$	—		$	—
Private placement warrant exercises		(41,079	)		—			—
Change in fair value		(3,866	)		—			—
Fair value at April 30, 2026	$	—		$	—		$	—

(1) Changes in fair value of the contingent consideration liability for the Salo Sciences technical milestone payments are included within research and development expenses. Changes in fair value of the Salo Sciences contingent consideration liability for customer contract earnout payments are included within sales and marketing expenses.

Table of Contents

Financial Instruments Not Recorded at Fair Value

As of April 30, 2026, $460.0 million in aggregate principal amount of the 2030 Notes (as defined below) was outstanding, with an estimated fair value of $1,442.9 million. The estimated fair value of the 2030 Notes was determined based on quoted market prices on the last trading day of the reporting period and are categorized as Level 2 financial instruments, as the 2030 Notes are not actively traded.

Other

The Company measures certain non-financial assets including property and equipment, and other intangible assets at fair value on a non-recurring basis in periods after initial measurement in circumstances when the fair value of such assets are impaired below their recorded cost. As of April 30, 2026 and January 31, 2026, there were no material non-financial assets recorded at fair value.

(5)

Balance Sheet Components

Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents

Cash and cash equivalents include interest-bearing bank deposits, money market funds and other highly liquid investments with maturities of 90 days or less at the date of purchase.

The Company had restricted cash and cash equivalents balances of $7.5 million and $6.1 million as of April 30, 2026 and January 31, 2026, respectively.

The restricted cash and cash equivalents balances as of April 30, 2026 and January 31, 2026 primarily consisted of $4.0 million of collateral money market investments for the Company’s headquarters and other domestic office operating leases.

A reconciliation of the Company’s cash and cash equivalents, and restricted cash and cash equivalents in the condensed consolidated balance sheets to total cash and cash equivalents, and restricted cash and cash equivalents in the condensed consolidated statements of cash flows as of April 30, 2026 and January 31, 2026 is as follows:


(in thousands)	April 30, 2026		January 31, 2026
Cash and cash equivalents	$	368,090	$	229,441
Restricted cash and cash equivalents, current		896		642
Restricted cash and cash equivalents, non-current		6,610		5,471
Total cash, cash equivalents, and restricted cash and cash equivalents	$	375,596	$	235,554

Short-term Investments

Short-term investments consisted of the following as of April 30, 2026 and January 31, 2026:


	Cost or		April 30, 2026
	Amortized		Gross Unrealized
(in thousands)	Cost		Gains		Losses			Fair Value
U.S. Treasury securities	$	208,746	$	4	$	(168	)	$	208,582
Commercial paper		2,334		—		(4	)		2,330
Corporate bonds		151,962		57		(186	)		151,833
Total short-term investments	$	363,042	$	61	$	(358	)	$	362,745


	Cost or		January 31, 2026
	Amortized		Gross Unrealized
(in thousands)	Cost		Gains		Losses			Fair Value
U.S. Treasury securities	$	212,790	$	110	$	(3	)	$	212,897
Commercial paper		4,598		3		—			4,601
Corporate bonds		192,846		321		(16	)		193,151
Total short-term investments	$	410,234	$	434	$	(19	)	$	410,649

Table of Contents

The following table summarizes the contracted maturities of the Company’s short-term investments as of April 30, 2026 and January 31, 2026:


	April 30, 2026				January 31, 2026
(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in 1 year or less	$	261,431	$	261,390	$	270,349	$	270,567
Due in 1-2 years		101,611		101,355		139,885		140,082
Total short-term investments	$	363,042	$	362,745	$	410,234	$	410,649

Inventories

Inventories consists of the following:


(in thousands)	April 30, 2026		January 31, 2026
Raw materials	$	3,736	$	1,840
Work in process		—		—
Finished goods		5,607		4,278
Total inventories	$	9,343	$	6,118

Property and Equipment, Net

Property and equipment, net consists of the following:


(in thousands)	April 30, 2026			January 31, 2026
Satellites	$	243,213		$	244,705
Satellites in process and not placed into service		91,894			79,114
Leasehold improvements		17,774			17,544
Ground stations and ground station equipment		23,711			22,675
Office furniture, equipment and fixtures		15,429			13,909
Computer equipment and purchased software		11,062			10,605
Total property and equipment, gross	$	403,083		$	388,552
Less: Accumulated depreciation		(243,938	)		(237,979	)
Total property and equipment, net	$	159,145		$	150,573

Total depreciation expense for the three months ended April 30, 2026 and 2025 was $8.3 million and $9.0 million, respectively, of which $7.3 million and $8.1 million, respectively, was depreciation expense specific to satellites.

Capitalized Internal-Use Software Development Costs

Capitalized internal-use software costs, net of accumulated amortization consists of the following:


(in thousands)	April 30, 2026			January 31, 2026
Capitalized internal-use software	$	58,294		$	57,487
Less: Accumulated amortization		(37,314	)		(36,012	)
Capitalized internal-use software, net	$	20,980		$	21,475

Amortization expense for capitalized internal-use software for the three months ended April 30, 2026 and 2025 was $1.3 million and $0.7 million, respectively.

Table of Contents

Goodwill and Intangible Assets

Goodwill and intangible assets consists of the following:


	April 30, 2026									January 31, 2026
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation		Net Carrying Amount
Developed technology	$	32,530	$	(17,464	)	$	471	$	15,537	$	32,530	$	(16,659	)	$	587	$	16,458
Image library		22,054		(15,548	)		252		6,758		21,804		(15,098	)		237		6,943
Customer relationships		7,143		(4,944	)		102		2,301		7,143		(4,811	)		124		2,456
Trade names and other		6,389		(5,867	)		38		560		6,389		(5,651	)		38		776
Total intangible assets	$	68,116	$	(43,823	)	$	863	$	25,156	$	67,866	$	(42,219	)	$	986	$	26,633
Goodwill	$	139,881	$	—		$	3,230	$	143,111	$	139,881	$	—		$	3,571	$	143,452

Amortization expense for intangible assets for the three months ended April 30, 2026 and 2025 was $1.6 million and $1.4 million, respectively. No impairment charges were recognized related to intangible assets (including goodwill) for the three months ended April 30, 2026 and 2025.

The change in the carrying amount of goodwill during the three months ended April 30, 2026 and 2025 is as follows:


	Three Months Ended April 30,
(in thousands)	2026			2025
Beginning of period	$	143,452		$	136,349
Currency translation adjustment		(341	)		2,141
End of period	$	143,111		$	138,490

Accrued and Other Current Liabilities

Accrued liabilities and other current liabilities consist of the following:


(in thousands)	April 30, 2026		January 31, 2026
Deferred R&D service liability (see Note 7)	$	3,502	$	4,723
Payroll and related expenses		6,974		13,891
Deferred hosting costs		4,981		4,954
Withholding taxes and other taxes payable		8,647		6,372
Litigation contingency accruals (see Note 8)		20,530		12,530
Other accruals		13,905		13,404
Total accrued and other current liabilities	$	58,539	$	55,874

(6)

Leases

The Company’s leasing activities primarily consist of real estate leases for its operations, including office space, and certain ground station service agreements that convey the right to control the use of specified equipment and facilities. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. As of April 30, 2026, the Company has no finance leases.

Operating lease costs were $2.2 million and $2.4 million for the three months ended April 30, 2026 and 2025, respectively. Variable lease expenses and short-term lease expenses were immaterial for the three months ended April 30, 2026 and 2025.

Operating cash flows from operating leases were $2.2 million and $2.7 million for the three months ended April 30, 2026 and 2025, respectively.

Right of use assets obtained in exchange for operating lease liabilities were $26.6 million and $0.0 million for the three months ended April 30, 2026 and 2025, respectively.

Table of Contents

Maturities of operating lease liabilities as of April 30, 2026 were as follows:


(in thousands)
Remainder of Fiscal Year 2027	$	4,451
2028		7,906
2029		9,389
2030		8,540
2031		7,867
Thereafter		11,340
Total lease payments	$	49,493
Less: Imputed interest		(9,028	)
Total lease liabilities	$	40,465
Weighted average remaining lease term (years)		5.5
Weighted average discount rate		7.0	%

(7)

Research and Development Arrangements

Google Research and Development Services Agreement

In October 2025, the Company entered into an agreement with Google LLC ("Google"), a related party (see Note 11), whereby the Company agreed to provide research and development services relating to testing the viability and performance of a payload integrated on prototype satellites (the "Google R&D Services Agreement"). The agreement provides for the Company to receive funding to be paid as specific milestones are achieved. The Google R&D Services Agreement is unrelated to the Company’s ordinary business activities and the Company determined that the arrangement is accounted for as an obligation to perform contractual research and development services for others pursuant to ASC 730-20, Research and Development. As ASC 730-20 does not indicate the accounting model for research and development services, the Company determined that the total transaction price will be recognized over the agreement term as a reduction of research and development expenses based on a cost incurred method.

During the three months ended April 30, 2026, the Company recognized $1.2 million of funding and incurred $1.2 million of research and development expenses in connection with the Google R&D Services Agreement. As of April 30, 2026 and January 31, 2026, the Company had received a total of $5.0 million of funding in connection with the Google R&D Services Agreement.

NASA Communication Services Project

In connection with its Communication Services Project (“CSP”), the National Aeronautics and Space Administration (“NASA”) selected certain satellite communications providers that NASA will fund to develop and demonstrate near-Earth space communication services that may support future NASA missions using commercial technology. In June 2022 and August 2022, the Company entered into separate agreements with two of the satellite communications providers selected by NASA whereby the Company agreed to participate in the NASA CSP as a subcontractor. The agreements, including subsequent amendments to such agreements, provide for the Company to receive aggregate funding of $40.5 million to be paid as milestones are completed. The Company determined that the agreements are in the scope of ASC 912-730, Contractors – Federal Government – Research and Development (“ASC 912-730”). In accordance with ASC 912-730, funding is recognized over the term of each agreement as a reduction of research and development expenses based on a cost incurred method.

During the three months ended April 30, 2026 and 2025, the Company recognized $0.5 million and $1.7 million of funding, respectively, and incurred $0.6 million and $1.7 million of research and development expenses, respectively, in connection with the NASA CSP. As of April 30, 2026 and January 31, 2026, the Company had received a total of $31.0 million and $30.4 million, respectively, of funding in connection with the NASA CSP.

Table of Contents

(8)

Commitments and Contingencies

Launch Services

The Company has purchase commitments for future satellite launch services to be performed by third parties subsequent to April 30, 2026. Future purchase commitments under noncancelable launch service contracts as of April 30, 2026 consisted of $4.7 million of total purchase commitments for the fiscal year ended January 31, 2028.

Hosting Service Agreement

The Company has minimum purchase commitments for hosting services from Google through January 31, 2028 (see Note 11). Future minimum purchase commitments under the non-cancelable hosting service agreement with Google as of April 30, 2026 are as follows:


(in thousands)
Remainder of Fiscal Year 2027	$	25,118
2028		33,427
Total purchase commitments	$	58,545

Legal Proceedings

Delaware Class Action

A stockholder class action was filed in the Court of Chancery of the State of Delaware on August 19, 2024, against the former officers and directors of dMY IV and the Company. The complaint alleges that the individual defendants breached various fiduciary duties to the dMY IV stockholders and that the Company aided and abetted such breaches. The case is brought on behalf of a purported class of holders of dMY IV Class A common stock who held such stock prior to the redemption deadline for the Business Combination, did not exercise the right to redeem their shares, and were allegedly injured. Defendants filed a motion to dismiss the complaint on November 12, 2024. On January 6, 2025, the parties submitted a stipulation dismissing all claims against the Company, which the Court granted on January 8, 2025. The stockholder filed an amended complaint on January 10, 2025, which reasserts the claims against the former officers and directors for breach of fiduciary duty. On September 29, 2025, the Court denied a motion to dismiss the claims against the individual defendants. Following a May 7, 2026 mediation, the parties agreed to accept a mediator’s proposal to settle the litigation, pending finalized definitive settlement documents and final court approval hearing. Those claims remain pending and, pursuant to the Merger Agreement, the Company remains obligated to indemnify the former officers and directors for such claims. While the ultimate resolution of this matter is uncertain, the Company recorded an accrual for this matter reflected within accrued and other current liabilities on the condensed consolidated balance sheets as of April 30, 2026 and January 31, 2026.

Acquisition-Related Dispute

On November 14, 2025, the former shareholders of a company acquired by the Company in a prior period filed a demand for arbitration against the Company. The claimants allege, among other things, breach of the underlying acquisition agreement. The parties entered into a formal settlement agreement on May 11, 2026 and resolved all outstanding claims between them. The Company recorded an accrual for this matter reflected within accrued and other current liabilities on the condensed consolidated balance sheets as of April 30, 2026 and January 31, 2026.

For many legal matters, particularly those in early stages, the Company cannot reasonably estimate the possible loss (or range of loss), if any. The Company records an accrual for legal matters at the time or times it determines that a loss is both probable and reasonably estimable. Regarding matters for which no accrual has been made (including the potential for losses in excess of amounts accrued), the Company currently believes, based on its own investigations, that any losses (or ranges of losses) that are reasonably possible and estimable will not, in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows. However, the ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company's business,

Table of Contents

financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims.

Contingencies

The Company may have certain contingent liabilities that arise in the ordinary course of business activities including those arising from disputes and claims and events arising from revenue contracts entered into by the Company. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to its technology. The term of these indemnification agreements is generally perpetual after the execution of the agreement. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.

(9)

Warrants

Public and Private Placement Warrants

In connection with dMY IV’s initial public offering, which occurred on March 9, 2021, dMY IV issued 34,500,000 units, each unit consisting of one share of Class A common stock of dMY IV and one-fifth of one redeemable warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (the “Public Warrants”). Simultaneously with the closing of its initial public offering, dMY IV completed the private sale of 5,933,333 warrants to dMY Sponsor IV, LLC (the “dMY Sponsor”) at a purchase price of $1.50 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant is exercisable for one share of Class A common stock at $11.50 per share.

Additionally, pursuant to a lock-up agreement entered into with the dMY Sponsor in connection with the Business Combination, 2,966,667 of the Private Placement Warrants are subject to vesting conditions (the “Private Placement Vesting Warrants”). The Private Placement Vesting Warrants vest in four equal tranches (i) when the closing price of Class A common stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or (ii) when the Company consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Any right to Private Placement Vesting Warrants that remains unvested on the first business day after five years from the closing of the Business Combination will be forfeited without any further consideration.

During the three months ended April 30, 2026, the requirements for the last of the four vesting tranches were met, resulting in the vesting of 741,666 Private Placement Vesting Warrants. During the three months ended April 30, 2026, the Company issued 1,715,183 shares of Class A common stock from exercises of Private Placement Warrants on a cashless basis at an exercise price of $11.50 per share.

Table of Contents

On March 27, 2026, the Company announced the redemption of all of its outstanding Public Warrants to purchase shares of the Company’s Class A common stock that were issued under the warrant agreement, dated March 4, 2021 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and that remained unexercised at 5:00 p.m., New York City time, on April 27, 2026 (the “Redemption Date”) for the redemption price of $0.01 per Public Warrant (the “Public Warrant Redemption”). During the three months ended April 30, 2026, the Company issued 9,374,075 shares of Class A common stock from exercises of Public Warrants at an exercise price of $11.50 per share, resulting in gross proceeds of $107.8 million. As of the Redemption Date, 71,310 Public Warrants remained unexercised and were redeemed for an immaterial aggregate redemption price. Trading of the Public Warrants on the NYSE was suspended prior to the market open on April 27, 2026, and the warrants were delisted.

As of April 30, 2026, there were no Public Warrants and Private Placement Warrants outstanding. As of January 31, 2026, there were 9,445,385 Public Warrants and 2,966,667 Private Placement Warrants, including 741,666 Private Placement Vesting Warrants, outstanding.

Warrants to Purchase Class A common stock

In addition to the Public and Private Placement Warrants, there were 1,065,594 warrants to purchase shares of Class A common stock with a weighted average exercise price of $9.38 which were outstanding and exercisable as of April 30, 2026 and January 31, 2026. As of April 30, 2026, the outstanding warrants have a weighted average remaining term of 3.9 years.

(10)

Convertible Notes

2030 Notes

On September 12, 2025, the Company issued $460.0 million in aggregate principal amount of 0.50% Convertible Senior Notes due 2030 (the “2030 Notes”), pursuant to an indenture (the "Indenture"), dated September 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 0.50% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The 2030 Notes will mature on October 15, 2030, unless earlier repurchased, redeemed, or converted pursuant to their terms.

The 2030 Notes are convertible at the option of the holders of the 2030 Notes at any time prior to the close of business on the business day immediately preceding July 15, 2030 only under the following conditions: (1) during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2026 and only during such fiscal quarter, if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period in which the trading price (as defined in the Indenture) per $1,000 principal amount of 2030 Notes for each trading day of such five consecutive trading-day period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2030 Notes called (or deemed called) for redemption, unless the Company makes an “all notes election”; or (4) upon the occurrence of specified corporate events. On or after July 15, 2030, until the close of business on the second scheduled trading day immediately preceding October 15, 2030, holders of the 2030 Notes may convert all or any portion of their 2030 Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election.

The Company may not redeem the 2030 Notes prior to October 20, 2028. The Company may redeem for cash all or any portion of the 2030 Notes (subject to certain limitations described in the Indenture), at the Company’s option, on or after October 20, 2028, but only if (1) the liquidity condition (as defined in the Indenture) is satisfied and (2) the

Table of Contents

last reported sale price of the Company’s Class A common stock has been at least 130% of the conversion price for the 2030 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all of the outstanding 2030 Notes, at least $100.0 million aggregate principal amount of 2030 Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant notice of redemption (unless the Company makes an “all notes election” with respect to such partial redemption, in which case such partial redemption limitation shall not apply). No sinking fund is provided for the 2030 Notes.

The initial conversion rate for the 2030 Notes is 83.6715 shares of Class A common stock per $1,000 principal amount of the 2030 Notes, which is equivalent to an initial conversion price of approximately $11.95 per share of the Company’s Class A common stock. The conversion rate is subject to customary adjustments upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture) or delivery of a notice of redemption, the Company will, under certain circumstances, increase the conversion rate by a number of additional shares for 2030 Notes converted in connection with such make-whole fundamental change or (x) 2030 Notes called (or deemed called) for redemption or (y) all 2030 Notes, if the Company makes an "all notes election" (as defined in the Indenture), irrespective of whether they are called (or deemed called) for redemption that are converted, in each case, in connection with such notice of redemption.

Upon the occurrence of a fundamental change (as defined in the Indenture) prior to October 15, 2030, holders may require the Company to repurchase all or a portion of the 2030 Notes for cash at a price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2030 Notes include customary covenants and events of default after the occurrence of which the 2030 Notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after the occurrence of which the 2030 Notes become automatically due and payable. No such events have occurred as of April 30, 2026.

As of April 30, 2026, the conditions permitting the holders of the 2030 Notes to convert their 2030 Notes, or to require the Company to repurchase the 2030 Notes for cash, had not been met. As of May 1, 2026, the conditional conversion feature of the 2030 Notes was triggered as the last reported sale price of our Class A common stock was more than or equal to 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on April 30, 2026 (the last trading day of the immediately preceding fiscal quarter), and therefore the 2030 Notes are convertible, in whole or in part, at the option of the holders between May 1, 2026 through July 31, 2026. If any holders convert their notes early, we have the ability to settle conversions through the delivery of the Company's Class A common stock. Therefore, the 2030 Notes continue to be classified as long-term.

The conversion feature was evaluated under ASC 815, “Derivatives and Hedging” and ASC 470-20 “Debt with Conversion and Other Options” and was not separated as a derivative because it met the equity scope exception; therefore, the 2030 Notes are accounted for entirely as a liability.

Debt issuance costs related to the 2030 Notes totaled $14.2 million at inception and were comprised of discounts to the initial purchasers and third-party issuance costs and will be amortized to interest expense over the term of the 2030 Notes using the effective interest method. As of April 30, 2026, the unamortized debt discount and issuance cost of the 2030 Notes was $12.4 million. As of April 30, 2026, the effective interest rate of the 2030 Notes is

Table of Contents

1.13%. For the three months ended April 30, 2026, interest expense related to the 2030 Notes consisted of the following:


(in thousands)	Three Months Ended April 30, 2026
Contractual interest expense	$	575
Amortization of debt discount and issuance costs		685
Total interest expense	$	1,260

Capped Calls

In connection with the issuance of the 2030 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions at an aggregate cost of approximately $39.6 million. The Capped Call Transactions cover, subject to anti-dilution adjustments, the number of shares of Class A common stock underlying the 2030 Notes. The capped call transactions can be settled in cash or shares at the Company’s option and are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of the 2030 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2030 Notes, as the case may be, in the event that the market price per share of the Class A common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The Capped Call Transactions each have an initial strike price of approximately $11.95 per share and an initial cap price of $18.04 per share, which represents a premium of 100% over the last reported sale price of the Class A common stock on September 9, 2025, and are subject to certain adjustments under the terms of the Capped Call Transactions. The Company evaluated the Capped Call Transactions and determined that they should be accounted for as separate transactions from the 2030 Notes. The costs to purchase the Capped Call Transactions were recorded as a reduction to additional paid-in capital in the unaudited condensed consolidated balance sheets since they are indexed to the Company’s stock and met the criteria to be classified in stockholders' equity in accordance with ASC 815-40, Contracts in Entity's Own Equity.

(11)

Related Party Transactions

As of April 30, 2026 and January 31, 2026, Google held 35,248,893 and 34,422,330 shares of the Company’s Class A common stock, respectively, and, as such, owned greater than 10% of outstanding shares of the Company’s Class A common stock.

The Company purchases hosting and other services from Google, of which $8.2 million and $9.0 million is deferred as of April 30, 2026 and January 31, 2026, respectively. The Company recorded $7.8 million of expense during the three months ended April 30, 2026 relating to hosting and other services provided by Google, of which $7.0 million was classified as cost of revenue and $0.8 million was classified as research and development. The Company recorded $6.7 million of expense during the three months ended April 30, 2025 relating to hosting and other services provided by Google, of which $6.0 million was classified as cost of revenue and $0.7 million was classified as research and development.

As of April 30, 2026 and January 31, 2026, the Company’s accrued and other current liabilities balance included $3.1 million and $2.5 million relating to hosting and other services provided by Google, respectively.

On June 28, 2021, the Company amended the terms of its hosting agreement with Google. The amendment, among other things, increased the aggregate purchase commitments to $193.0 million. The amended agreement commenced on August 1, 2021 and extends through January 31, 2028. See Note 8, Commitments and Contingencies, for future Google hosting purchase commitments, including the amended commitments, as of April 30, 2026.

Table of Contents

(12)

Stock-based Compensation

The Company's equity incentive plans are described in Note 15, Stock-based Compensation, in the Notes to the Consolidated Financial Statements in the 2026 Form 10-K.

The following table summarizes stock-based compensation expense recognized related to awards granted to employees and nonemployees, as follows:


		Three Months Ended April 30,
(in thousands)		2026

Planet Labs PBC 10-Q